Commonly Asked Questions and Answers About the Annual Meeting 1

Table of Contents TABLE OF CONTENTS Commonly Asked Questions and Answers About the Annual Meeting 1 Board of Directors and Corporate Governance 5 ITEM 1—ELECTION OF DIRECTORS 8 Director Nominees 8 Continuing Directors 9 Independence Status 10 Controlled Company Status 10 Board Meetings and Committees 11 Board Leadership Structure 13 Section 16(a) Beneficial Ownership Reporting Compliance. 14 Risk Oversight 14 Compensation Committee Interlocks and Insider Participation 15 Communications by Stockholders and Other Interested Parties with the Board of Directors 15 Director Compensation 15 Executive Officers 17 Compensation Discussion and Analysis 19 Executive Summary 19 Compensation Objectives and Principles 22 Compensation Setting Process 23 Competitiveness of Our Compensation Program 24 Compensation Components 24 Compensation-Related Policies 31 Compensation and Risk 31 Tax and Accounting Implications 32 Compensation and Nominating Committee Report 33 Compensation Tables 34 Summary Compensation Table 34 Grants of Plan-Based Awards 36 Outstanding Equity Awards at 2018 Fiscal Year End 37 Option Exercises and Stock Vested 38 Potential Payments upon a Change of Control 38 CEO Pay Ratio 39 Certain Relationships and Related Party Transactions 39 HOUSE_OVERSIGHT_024307