A Dark Vector Cognition product

Item 11. EXECUTIVE COMPENSATION

3K characters. Original on sec.gov ·

Item 11. EXECUTIVE COMPENSATION

Incorporated by reference from the definitive proxy statement for our 2025 annual meeting of shareholders, which will be filed no later than 120 days after December 31, 2024.

Our current and historical practice is to grant equity awards only during periods when our trading window for insiders is open pursuant to our Insider Trading Policy. The annual equity grant, including to our executive officers, usually occurs within one week after we publicly announce our financial results for the fourth quarter and full fiscal year and our interim equity grants during the year (for example, to newly hired or promoted employees) usually occurs within one week after we publicly announce our financial results for a financial quarter. In 2024, the Compensation, People and Culture Committee of our Board approved the annual grant of equity awards on February 9, 2024, which was the day the trading window for insiders opened after we announced our 2023 fourth quarter and full year financial results. We filed our 2023 Annual Report on Form 10-K with the SEC on February 7, 2024; however, our filing occurred after the SEC’s filing cutoff time and our 2023 Annual Report on Form 10-K received a filing date of February 8, 2024. As a result, the annual grant of equity awards to our named executive officers, including the grant of the SOSARs listed in the table below, occurred one business day after the filing of our 2023 Annual Report on Form 10-K with the SEC.

NameGrant DateNumber of securities underly the awardExercise price of the award ($/SH)Grant date fair value of the awardPercentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Brian Niccol2/9/2024476,800$52.77$8,048,384(1.08)%
Jack Hartung2/9/2024154,000$52.77$2,599,520(1.08)%
Curt Garner2/9/2024148,100$52.77$2,499,928(1.08)%
Scott Boatwright2/9/2024118,500$52.77$2,002,800(1.08)%
Chris Brandt2/9/202456,300$52.77$950,592(1.08)%

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