Michael Nierenberg is the Chairman of the Board of Directors, Chief Executive Officer and President of the Company. Pursuant to his Amended Employment Agreement, effective April 1, 2024, Mr. Nierenberg receives a base salary at the annualized rate of $1,000,000 and has an annual short-term incentive amount of $4,000,000, of which he is eligible to earn from 0% to 200% based on various financial, strategic and individual performance metrics determined by the Compensation Committee each year. Pursuant to the Amended Employment Agreement, beginning in 2024, Mr. Nierenberg receives annual long-term equity incentive awards having a target grant date value of $12,000,000, of which 75% will be in the form of performance-based equity incentive awards and 25% will be in the form of time-based equity incentive awards. In the event of certain qualifying terminations of employment by the Company or Mr. Nierenberg, he will be eligible to receive (i) cash severance equal to two times the sum of his base salary and target annual bonus, (ii) a prorated target bonus for the year of termination, (iii) 18 months of health insurance premiums and (iv) accelerated vesting of any time-vesting awards that would have become vested during the two-year period following the qualifying termination and continuing eligibility to earn a pro-rata portion (based on the period from the beginning of the performance period through the date that is 24 months following such qualifying termination) of any performance-vesting awards granted to him based on actual performance through the end of the original performance period. If the qualifying termination occurs in the 24-month period following a change in control of the Company, any outstanding time-based awards will become fully vested and Mr. Nierenberg will be eligible to earn (without pro-ration) any performance-vesting awards granted to him based on actual performance through the end of the original performance period. Mr. Nierenberg is required to sign a separation and general release agreement in a form and manner satisfactory to the Company in order to receive these severance payments and benefits. Mr. Nierenberg is subject to certain post-employment non-competition and non-solicitation covenants for a 24-month period following any termination of employment, as well as a covenant not to disclose confidential information.