Corporate Governance

2023 Corporate Governance Survey

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Shearman & Sterling LLP 105 | Pay Versus Performance Below are some key findings: Categories of Company-selected Measures 2023 was the first year that public companies were required to provide proxy disclosure of the relationship between their NEOs' compensation "actually paid" and the company's financial performance. This Pay versus Performance (PvP) disclosure consists of a table disclosing specific executive compensation items and financial performance measures for the most recently completed fiscal years (three small reporting companies). In time, the disclosure will expand to cover the previous five years (three for smaller reporting companies). In addition, companies must provide a tabular disclosure listing three to seven financial performance measures that it determines are its most important measures in determining compensation actually paid. Non- financial measures can be included in this list (but not at the expense of one of the top three financial measures). Pay Versus Performance Data of the Top 100 Companies provided PvP disclosure, with some Top 100 Companies not being required to provide the disclosure as their fiscal year ended before December 16, 2022. Relative total shareholder return (TSR) Adjusted EPS Revenue or adjusted revenue Adjusted net income Adjusted EBITDA Operating income or adjusted operating income Return on average tangible common equity (ROTCE) Return on equity Free cash flow or adjusted a cash flow from operations Sales growth or net sales Operating profit or adjusted operating profit Do not use financial performance measures in setting executive compensation Other 21 12 2 3 8 4 3 5 4 4 3 10 6 85

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