Item 1C. Cybersecurity
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Item 1C. Cybersecurity
Risk Management and Strategy
We face various cybersecurity risks, including, but not limited to, risks related to unauthorized access, misuse, data theft, computer
viruses, system disruptions, ransomware, malicious software and other intrusions. We utilize a multilayered, proactive approach to
identify, evaluate, mitigate and prevent potential cyber and information security threats through our cybersecurity risk management
program. Our cybersecurity risk management program is integrated into our broader Enterprise Risk Management (“ERM”) program,
which is designed to identify, assess, prioritize and mitigate risks across the organization to enhance our resilience and support the
achievement of our strategic objectives. This integrated approach helps safeguard that cybersecurity risks are not viewed in isolation,
but are assessed, prioritized and managed in alignment with the Company’s operational, financial and strategic risks, assisting the
Company in more effectively managing interdependencies among risks and enhancing risk mitigation strategies. There are also
processes, policies, procedures, operations, technologies and systems in place within our cybersecurity risk management program that
pertain to legacy companies as a result of our Combination. Though these remain to be fully integrated as part of the Combination,
such integration will be a major focus over the year. Cybersecurity risk measures or governance described herein apply to our whole
Company, unless otherwise specified.
We devote resources to protecting the security of our computer systems, software, networks, data, and other technology assets. The
Company follows cybersecurity control frameworks based on industry standards. We also employ systems and processes designed to
oversee, identify, and reduce the potential impact of a security incident originating from a third-party vendor, service provider or
customer. We have cybersecurity architecture practices in place to promote robust architecture design in our technology and to foster
a standardized security landscape. We have security operations teams that provide 24/7 monitoring of our IT environment for any
indications of compromise and incident response processes to react as necessary. In addition to our internal cybersecurity capabilities,
we also regularly engage other third-party specialists to assist with independent reviews of our security posture. For instance, external
penetration testing is completed on an annual basis by specialist third-parties. As part of our overall risk mitigation strategy, the
Company also maintains cyber insurance coverage; however, such insurance may not be sufficient in type or amount to cover us
against claims related to security breaches, cybersecurity incidents and other related breaches.
We deliver cybersecurity courses and awareness training on information security to our employees with access to Company email or
devices at least annually. Additional cybersecurity trainings are made available for all employees throughout the year, including
phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and
risk level.
The Company has cybersecurity teams and incident response processes focusing on industry standard incident response stages, such as
investigation, containment, mitigation, and recovery. These processes provide a standardized approach when responding to
cybersecurity threats or security incidents and include procedures for communication with senior management and key stakeholders,
as appropriate. Our incident response processes align with National Institute of Standards and Technology (“NIST”) standards and are
tested via externally led tabletop exercises, at least annually. In the event of an incident, the cybersecurity team assesses, among other
factors, supply chain disruption, data and personal information loss, business operations disruption, and projected cost and potential
for reputational harm, with participation from senior management, technical staff, and legal support, as appropriate. As part of the
annual cybersecurity awareness training program, employees are informed of their responsibilities to report an incident to the
cybersecurity team, supporting awareness of the importance of incident response across the Company's workforce.
In order to oversee and identify risks from cybersecurity threats associated with the Company’s business partners, as well as our use of
third-party service providers, we maintain various processes and procedures to evaluate and/or monitor cybersecurity threats
associated with third parties. We have information technology disaster recovery plans in place which are regularly tested.
Additionally, we have business continuity processes in place. Cybersecurity threats are constantly expanding and evolving, becoming
increasingly sophisticated and complex, increasing the difficulty of detecting and defending against them and maintaining effective
security measures and protocols. Due to evolving cybersecurity threats, it has and will continue to be difficult to prevent, detect,
mitigate, and remediate cybersecurity incidents, and the Company has been and continues to be the target of cybersecurity incidents
and network disruptions. During the periods covered by this report, we believe that the risks posed by such cybersecurity threats have
not materially affected the Company and its business strategy, results of operations and financial condition, and as of the date of this
report, the Company is not aware of any material risks from cybersecurity threats that are reasonably likely to do so, however, we
cannot eliminate all risks from cybersecurity threats or provide assurances that the Company will not be materially affected by such
risks in the future. For further information, see Item 1A. “Risk Factors — We are subject to cybersecurity risks that could threaten the
confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations and adversely affect
our operations, cash flows and financial condition.”
Governance
As part of our Board’s role in overseeing the Company’s cybersecurity risks, the Board devotes time and attention to cybersecurity
and data privacy-related risks, with the Audit Committee of the Board of Directors (the “Audit Committee”) being primarily
responsible for overseeing information technology risk exposures, including cybersecurity, data privacy and data security. The Audit
Committee regularly reviews the measures implemented by the Company to identify and mitigate risks from cybersecurity threats. As
part of such reviews, the Audit Committee receives reports and presentations from members of our team responsible for overseeing the
Company’s cybersecurity risk management, including our Chief Information Officer (“CIO”), other cybersecurity leaders, consisting
of our Chief Information Security Officers (“CISOs”), and our legal team, which may address a wide range of topics including recent
developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment,
technological trends and information security considerations arising with respect to the Company’s peers and third parties. The Chair
of the Audit Committee and the CFO regularly brief the full Board on these matters. We have procedures by which certain
cybersecurity incidents are escalated within the Company. Cybersecurity incidents that meet specified criteria for financial,
operational, or otherwise relevant impact are escalated for further review to our Cyber Disclosure Committee, comprised of senior
leaders and subject matter experts representing functional areas such as information security and legal. The Cyber Disclosure
Committee will, where appropriate, report certain cybersecurity incidents to the Board in a timely manner.
Our CIO has 30 years of experience in information security and cybersecurity areas. Our cybersecurity leaders, who report into our
CIO, have extensive knowledge and skills gained from nearly two decades of work experience at the Company and elsewhere that
head the teams responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across the
Company. The cybersecurity leaders are supported by a team with expertise in technical architecture and security operations;
governance, risk and compliance; data protection; behavioral change; and cyber incident response, many of whom hold cybersecurity
certifications and possess deep technical knowledge and experience.
Cybersecurity leaders receive reports on cybersecurity threats from internal cybersecurity sources and industry partners on an ongoing
basis and regularly review risk management measures implemented by the Company to identify and mitigate data protection and
cybersecurity risks. Our cybersecurity leaders work closely with the legal department to oversee compliance with regulatory and
contractual security requirements.
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