BOARDOFDIRECTORSINFORMATION CompensationofDirectors Director Compensation Philosophy Ourdirectors do not receive cash compensation for their services as directors or as members of committees of the Board, butwepayreasonableexpensesincurredforattendingmeetings.AtthediscretionoftheBoard,directorsareeligibletoreceive stock-based awards under the 1997 Stock Incentive Plan (the “1997 Plan”). Similar to compensation for our employees, the compensation for our Board members is aligned with long-term value creation because it consists solely of restricted stock unit awards that have three-year vesting periods. Likewise, because our compensation program is designed to promote long-term performance and operate over a period of years, directors typically do not receive stock-based awards every year, and instead have in the past received awards only once every three years. Our Board members’ compensation will be negatively impacted if our stock price declines and will be favorably impacted if the stock performs beyond the initial stock price at grant date. By not accepting cash compensation, only restricted stock unit awards, the Board sets a tone at the top that compensation should be based on long-term value creation. 2021StockAwards Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) 285 shares to Ms. Cooper on September 20, 2021, vesting in three equal annual installments on November15,2022,November15,2023,andNovember15,2024;and(2)285sharestoMr.WeeksonNovember11, 2021, vesting in three equal annual installments on February 15, 2023, February 15, 2024, and February 15, 2025. The SeptemberandNovember2021awardsweredesignedtoprovideapproximately$318,000incompensationannually,based onanassumedvalueoftherestrictedstockunits vesting in each year, which compensation represents the 50th percentile forannualdirectorcompensationamongagroupofpeercompanies.Whendeterminingtheamountandvestingschedulefor directors’ restricted stock unit awards, the Nominating and Corporate Governance Committee and Board have not varied awards based on specific committee service. Each grant compensates for future performance, and no portion of a restricted stock unit award vests until the year after it is granted. If a director leaves the Board prior to a vest date for any reason, he or she will forfeit all or any portion of the restricted stock unit award that has not previously vested. 2022ProxyStatement 17