DEF 14A of Millrose Properties, Inc.
Filed Apr 2, 20260001140361-26-012982
Information about Director Nominees
Information about Director Nominees The following table and biographical descriptions set forth certain information regarding the director nominees, including a description of the experience, characteristics, attributes and skills of each director nominee that led the Board to conclude that such person should serve as a director.
Information about Director Nominees
| Name | Age* | Position(s) | | Carlos A. Migoya | 75 | Chair of the Board | | Patrick J. Bartels | 50 | Director | | Matthew B. Gorson | 77 | Director | | Kathleen B. Lynch | 60 | Director | | M. Alison Mincey | 51 | Director |
Information about Director Nominees
| * As of April 2, 2026 |
Board Composition
Board Composition
Director Skills & Qualifications
Director Skills & Qualifications
Director Skills & Qualifications
| Strategy | Risk Management | Finance / Accounting | Real Estate | | Governance | Public Company Board | Market Insights | Leadership |
Director Skills & Qualifications
| Carlos A. Migoya Board Member Age: 75 Director Since: 2025 | Carlos A. Migoya has served as the Chair of our Board since February 7, 2025. He currently serves as Chief Executive Officer of Jackson Health System, the public health system for Miami-Dade County, which is one of the nation’s largest and most respected public healthcare networks. Prior to joining his current role in May 2011, Mr. Migoya served as City Manager of Miami from 2010 to 2011, managing various budget issues on behalf of the city. Prior to serving as City Manager, Mr. Migoya worked in various roles in the banking industry for more than 35 years, including for Wells Fargo & Company and its predecessors, including Wachovia Corporation and First Union Corporation, retiring as Regional President, North Carolina and Chief Executive Officer, Atlantic Region for Wachovia Corporation. Mr. Migoya has previously served on the board of directors of Mednax, Inc. (now known as Pediatrix Medical Group, Inc.), a national provider of physician services across 37 states, from 2019 to 2021. Mr. Migoya is also actively involved in several community organizations, including having served as the foundation chairman of Florida International University and as a member of the university’s Dean’s Council and of the College of Business Administration’s principal advisory board. Mr. Migoya currently sits on the boards of Florida Chamber of Commerce, the Florida Hospitals Association and the Safety Net Hospitals Alliance of Florida. Mr. Migoya previously served as a board member of Downtown Miami Charter School, Miami Dade College and the Beacon Council. Mr. Migoya has several decades of experience working in the financial, banking and healthcare management industries. He brings to the Board skills in strategic planning, management of complex organizations and financial acumen. In Mr. Migoya’s first year as President and Chief Executive Officer of Jackson Health System, he led a transformation that reversed years of significant losses (including an $82 million loss in the prior year) and produced a more than $8 million surplus, as evidenced by his successful campaign for an $830 million plan to renovate, modernize and expand Jackson’s facilities. Mr. Migoya is also highly experienced in effective advocacy, key stakeholder engagement and oversight of large-scale initiatives. All of these skills and experiences are critical to the initial and ongoing success of a recently listed public company like Millrose. |
Director Skills & Qualifications
| Patrick J. Bartels Board Member Age: 50 Director Since: 2025 | Patrick J. Bartels has served on our Board since February 7, 2025 and serves as the Managing Member of Redan Advisors LLC, a firm that provides fiduciary advisory services, including board of director representation and strategic planning for domestic and international public and private business entities. Prior to founding Redan Advisors LLC in 2018, Mr. Bartels served as a senior investment professional for investments in North America, Asia and Europe, including serving as a Managing Principal at Monarch Alternative Capital LP, a private investment firm that focuses primarily on event driven credit opportunities, from 2002 to 2018, and before that as a Research Analyst for high yield investments at Invesco Ltd., an investment management company, where he analyzed primary and secondary debt offerings of companies in various industries. Mr. Bartels began his career at PricewaterhouseCoopers LLP, where he was a Certified Public Accountant. Mr. Bartels has served on the board of directors of numerous publicly traded companies, including WCI Communities, Inc. from 2009 to 2017, Douglas Elliman Inc. from 2024 to 2025, Arch Resources, Inc. from 2016 to 2023, Pyxus International Inc. from 2023 to present, Trinity Place Holdings Inc. from 2023 to 2024, Noble Corporation from 2021 to 2022, Marblegate Acquisition Corp. from 2022 to 2025, Libbey Inc. in 2022, Monitronics International, Inc. from 2019 to 2023, Parker Drilling Company from 2019 to 2020, Vanguard Natural Resources, Inc. in 2019, View, Inc. in 2024, AgileThought Inc. from 2023 to 2024, Hexion Inc. from 2019 to 2022, Centric Brands Inc. from 2019 to 2022, B. Riley Principal Merger Corp. from 2019 to 2020, B. Riley Principal Merger Corp. II in 2020, FAT Brands Inc. from 2026 to present, Twin Hospitality Group Inc. from 2026 to present, and Nine Energy Service, Inc. from 2026 to present. Mr. Bartels has more than 25 years of investing and governance experience and has an extensive track record of driving value-added returns for all stakeholders through governance, incentive alignment, cost rationalization, corporate finance, capital markets and mergers and acquisitions. Mr. Bartels is a holder of the Chartered Financial Analyst designation and brings to the Board experience in oversight of the management of a REIT, expertise in financial and accounting matters as a certified public accountant, and industry knowledge of the homebuilding industry from his work as an investment analyst for 20 years. All of these skills bring significant value to Millrose as a new publicly traded company intending to qualify as a REIT. Mr. Bartels also qualifies as an audit committee financial expert and has experience serving as chair of audit committees on the boards of public and private companies. |
Director Skills & Qualifications
| Matthew B. Gorson Board Member Age: 77 Director Since: 2025 | Matthew B. Gorson has served on our Board since February 7, 2025 and serves as Senior Chairman of Greenberg Traurig, LLP, an international multi-practice law firm. Mr. Gorson began his career at Greenberg Traurig in 1973 as the firm’s 14th lawyer, leading all varieties of real estate transactions, as well as playing a key role in revitalizing the urban landscape and changing the skyline of Miami. Prior to his role as Senior Chairman, he served as Greenberg Traurig’s President and Chairman. As a senior partner and former Chair of Greenberg Traurig’s real estate practice, Mr. Gorson was instrumental in developing the firm as one of the nation’s and world’s leading real estate legal advisors. Mr. Gorson is Founder and past Chairman of the Downtown Miami Charter School. Mr. Gorson currently serves as Chairman Emeritus and a member of the Executive Committee of Big Brothers Big Sisters of Greater Miami, where he previously served two terms as Chairman of the Board. Mr. Gorson also currently serves as a member of the Jackson Health Foundation, the private fundraising arm of Jackson Health System. Mr. Gorson is a former board member and Campaign Chairman of United Way of Miami-Dade and a former board member of the New World Symphony, Greater Miami Chamber of Commerce, the City of Miami Downtown Development Authority, the 11th Judicial Circuit Historical Society, and Friends of the Underline. Mr. Gorson is a Board Emeritus Member of Tulane University and founder of both Mt. Sinai Hospital and Baptist Hospital. Mr. Gorson has over five decades of demonstrated expertise in the real estate industry and is one of the most in-demand real estate attorneys in South Florida. Mr. Gorson brings to the Board skills in complex real estate transactions and navigating property, real estate development and construction and land use laws and regulations. Mr. Gorson has deep market and industry knowledge and has been a trusted advisor to many of the largest development companies in South Florida, including the Related Group, Swire Pacific Realty, Terra Group, Swerdlow Companies, the Taplin Family, the Soffer Family and Julius and Eddie Trump. He has also worked with the University of Miami and St. Thomas University on real estate issues and served as special counsel to the City of Miami, Miami-Dade County, and the Perez Art Museum of Miami on high-profile projects. Mr. Gorson is a member in good standing of the Florida bar. Mr. Gorson’s experience in the real estate industry and his established legal expertise is a significant asset to Millrose as a new land banking company entering a competitive market. |
Director Skills & Qualifications
| Kathleen B. Lynch Board Member Age: 60 Director Since: 2025 | Kathleen B. Lynch has served on our Board since February 7, 2025. From 2013 to her retirement in 2018, Ms. Lynch served as Group Managing Director and the Chief Operating Officer of UBS Wealth Management Americas and UBS Americas Holding LLC, an intermediate holding company for the U.S. based subsidiaries of UBS Group AG, a global wealth manager and financial services firm. Prior to that, Ms. Lynch served as Chief Operating Officer of Bank of America Merrill Lynch Global Research. For more than 30 years, Ms. Lynch has served in a variety of leadership positions in global markets, investment banking and wealth management. Ms. Lynch has served on the board of directors of UBS Americas Holding LLC since 2016, where she is a member of the audit & finance committee, cyber & technology committee and the governance, oversight and sustainability committee. Ms. Lynch also serves on the board of Eastman Kodak Corporation, where she is chair of the audit and finance committee. From 2017 to 2022, Ms. Lynch served on the board of directors of The Depository Trust & Clearing Corporation, the premier post-trade market infrastructure for the world’s financial markets. Ms. Lynch has over three decades of experience in the banking and financial industries. Ms. Lynch brings to the Board extensive skills, leadership and deep expertise in strategy execution and development, risk and talent management and regulatory matters. Her leadership experience is across a diverse set of businesses including wealth management, operations, technology and global markets. She has held global, regional, and business responsibilities throughout her career, overseeing major transformation initiatives, business integration efforts and implementation of digital strategy and platforms. Ms. Lynch also brings a strong focus on the full spectrum of risk types in crisis management. Ms. Lynch also qualifies as an audit committee financial expert and has experience serving as chair of an audit committee of a public company board. |
Director Skills & Qualifications
| M. Alison Mincey Board Member Age: 51 Director Since: 2025 | M. Alison Mincey has served on our Board since February 7, 2025 and is Senior Vice President and Chief Human Resources Officer at the University of Miami Health System, where she is responsible for strategic human resources initiatives, practices, tactical workforce plans, and overall operations that support patient care, research, and academic objectives across the enterprise of the University of Miami, the Health System, and the Miller School of Medicine. Prior to joining the University of Miami Health System in 2022, Ms. Mincey served in various leadership roles at The Ohio State University Wexner Medical Center from 2014 to 2022, most recently as Senior Associate Vice President, Human Resources, where she provided strategic advice on all aspects of human resources, including employee and labor relations, talent acquisition, faculty/physician recruitment, talent management, information technology and compensation/ benefits, including physician compensation. Prior to joining The Ohio State University, as a licensed attorney, Ms. Mincey worked as Managing Counsel from 2007 to 2014 at Mutual Nationwide Insurance Company, a U.S. insurance and financial services company, where she was responsible for legal support and governance oversight of the company’s human resources organization. Ms. Mincey currently serves on the board of directors of United Way Miami (formerly known as United Way of Miami-Dade) and has previously served as a member of the Franklin County, Ohio Workforce Development Board. Ms. Mincey has 20+ years of human resource management experience within the higher education and academic health care setting. Ms. Mincey is a notable leader in the field and brings to the board skills in the areas of talent acquisition, training and leadership development, organizational culture, and employee relations, all of which are crucial to Millrose’s ability to scale operations and grow as a newly public company in a competitive market. Ms. Mincey has experience working with public companies, government contractors and academic research institutions, and her background in providing legal support and governance oversight at a public company are useful assets to the Board. Ms. Mincey has also been active in community organizations throughout her career, leading a campaign to support the Mid-Ohio Food Bank and receiving a community service award from Columbus City Schools. Ms. Mincey also recently earned an inaugural HR Impact Award from Columbus’ Business First and was recently honored by the Miami Marlins as a Woman of Empowerment in the greater Miami community. |
Stockholder Recommendations for Director Nominees
Stockholder Recommendations for Director Nominees A stockholder who wishes to recommend a prospective nominee for nomination by the Board may notify the Nominating and Corporate Governance Committee of the intended nomination in writing and provide any required additional information, as directed by the Nominating and Corporate Governance Committee and to the same extent as may be required in accordance with our Amended and Restated Bylaws (the “Bylaws”) for stockholder nominations of individuals for election to the Board, as well as any other supporting material the stockholder considers appropriate. Pursuant to the stockholder nomination provisions in our Bylaws, this requires that the stockholder send certain information, including information about the candidate to our secretary not later than 5:00 p.m. Eastern Time on the 90th day and not earlier than the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. For our first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, to be timely, such notice must be delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made.
Compensation of Directors
Compensation of Directors
Independent Director Compensation
Independent Director Compensation For the year ended December 31, 2025, the Millrose director compensation program for independent directors is as follows:
Independent Director Compensation
| • | an annual equity retainer of restricted stock units covering shares of Class A common stock, in each case, having a grant date fair value equal to $150,000; |
Independent Director Compensation
| • | a one-time equity grant of restricted stock units covering shares of Class A common stock, in each case, having a grant date fair value equal to $207,000; |
Independent Director Compensation
| • | an annual cash retainer of $80,000; |
Independent Director Compensation
| • | an additional annual cash retainer of $40,000, $20,000 and $10,000 for service as chairperson of the Audit Committee, chairperson of the Compensation Committee, and chairperson of the Nominating and Corporate Governance Committee, |
Independent Director Compensation
respectively, and an additional annual cash retainer of $15,000, $10,000, and $7,500 for service as a member (other than as a chairperson) of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, respectively; and
Independent Director Compensation
| • | an additional $50,000 annual cash retainer for the chair of the Board. |
Independent Director Compensation
We also reimburse all members of the Board for their reasonable expenses incurred in attending Board and committee meetings. All cash compensation for directors is covered by the Management Fee and not separately paid by Millrose, in accordance with the Management Agreement. To the extent any portion of directors’ compensation consists of equity, such awards must be approved by the Compensation Committee or the Board and separately issued pursuant to a Millrose equity compensation plan. See “—2024 Omnibus Incentive Plan” above for more information. Our Compensation Committee periodically reviews and makes recommendations to our Board regarding the form and amount of compensation for directors. The Compensation Committee is responsible for recommending to the Board for approval the structure and amount of non-employee director compensation, and such recommendations shall be made in consultation with a reputable executive compensation consulting firm that the Compensation Committee shall elect and engage. The following table sets forth the compensation paid to, or earned by, each of our non-employee directors for the year ended December 31, 2025:
Independent Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(6) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in pension value and nonqualified deferred compensation earnings | All other compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Carlos Migoya | $145,000(1) | $357,000 | — | — | — | — | $502,000 | | Patrick Bartels | $127,500(2) | $357,000 | — | — | — | — | $484,500 | | Kathleen Lynch | $105,000(3) | $357,000 | — | — | — | — | $462,000 | | Matthew Gorson | $100,000(4) | $357,000 | — | — | — | — | $457,000 | | Allison Mincey | $107,500(5) | $357,000 | — | — | — | — | $464,500 |
Independent Director Compensation
| (1) Mr. Migoya’s cash fee amount is comprised of: (i) $80,000 annual retainer fee, (ii) $50,000 lead director fee, and (iii) $15,000 audit committee member fee. |
Independent Director Compensation
| (2) Mr. Bartels’ cash fee amount is comprised of: (i) $80,000 annual retainer fee, (ii) $40,000 audit committee chair fee, and (iii) $7,500 nomination and governance committee member fee. |
Independent Director Compensation
| (3) Ms. Lynch’s cash fee amount is comprised of: (i) $80,000 annual retainer fee, (ii) $15,000 audit committee member fee, and (iii) $10,000 compensation committee member fee. |
Independent Director Compensation
| (4) Mr. Gorson’s cash fee amount is comprised of: (i) $80,000 annual retainer fee, (ii) $10,000 compensation committee member fee, and (iii) $10,000 nominating and governance committee chair fee. |
Independent Director Compensation
| (5) Ms. Mincey’s cash fee amount is comprised of: (i) $80,000 annual retainer fee, (ii) $20,000 compensation committee chair fee, and (iii) $7,500 nomination and governance committee member fee. |
Independent Director Compensation
| (6) Each director received an annual grant of 5,660 restricted stock units and a one-time grant of 6,451 restricted stock units, in each case, under the 2024 Omnibus Incentive Plan. The aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the annual grant and one-time grant is $150,000 and $207,000, respectively. |
Independent Director Compensation
In 2025, the Compensation Committee engaged Willis Towers Watson as an independent compensation consultant to evaluate, review and make recommendations with respect to Millrose’s director compensation program. Following Willis Towers Watson’s review of the director compensation program, the Compensation Committee recommended to the Board, and the Board approved, a one-time equity grant of 6,451 restricted stock units to each member of the Board under the 2024 Incentive Plan, with a grant date fair value of $207,000. Each such award vests as to fifty percent on the earlier of (x) April 3, 2026 and (y) the date of Millrose’s first annual stockholder meeting that next follows the grant date, and the remaining portion of the award vests on the earlier of (x) April 3, 2027 and (y) the date of Millrose’s second annual stockholder meeting following the grant date, in each case, subject to the applicable Board member’s continuous service on the Board.
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
Recovery Policy Relating to Erroneously Awarded Incentive Compensation In compliance with the final rules adopted by the SEC and the listing standards adopted by the NYSE, the Board adopted a formal recovery policy relating to erroneously awarded incentive compensation (the “Clawback Policy”). The Clawback Policy requires us to, subject to limited exceptions, recover erroneously awarded incentive compensation received by covered executives in the three fiscal years that precede the date we are required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement. A copy of the Clawback Policy is filed as an exhibit in our Annual Report on Form 10-K for the year ended December 31, 2025. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 23, 2026, the number of shares and percentage of our common stock beneficially owned by:
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| • | each person or group known by Millrose to beneficially own more than 5% of our common stock; |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| • | each of Millrose’s directors and executive officers; and |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| • | all directors and executive directors of Millrose as a group. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
Percentage of beneficial ownership in the following table is based on 166,003,497 shares of our common stock outstanding. Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after such date through (1) the exercise of any option or warrant, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. Shares issuable pursuant to such options, warrants, rights or conversion privileges are deemed to be outstanding for computing the beneficial ownership percentage of the person holding those options, warrants, rights or conversion privileges but are not deemed to be outstanding for computing the beneficial ownership percentage of any other person. Unless otherwise indicated in the footnotes to the following table, to Millrose’s knowledge all persons listed below have sole voting and investment power with respect to the shares of our common stock beneficially owned by them, subject to applicable community property laws. Unless otherwise indicated in the footnotes to the following table, the address for each stockholder listed below is c/o Millrose Properties, Inc., 600 Brickell Avenue, Suite 1400, Miami, Florida 33131.
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| Name of Beneficial Owner | Title of Class | Number of Shares Beneficially Owned | Percent of Shares by Class Beneficially Owned | | 5% Stockholders | | | | | Stuart Miller(1) 5505 Waterford District Drive Miami, Florida 33126 | Class A common stock | 838,334 | * | | | Class B common stock | 11,670,757 | 98.7% | | The Vanguard Group(2) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | Class A common stock | 21,117,093 | 13.70% | | BlackRock, Inc.(3) 50 Hudson Yards New York, New York 10001 | Class A common stock | 18,303,135 | 11.87% | | Brave Warrior Advisors, LLC(4) 12 East 49th Street New York, NY 10017 | Class A common stock | 8,600,224 | 5.58% | | Directors and Executive Officers | | | | | Carlos A. Migoya(5) | Class A common stock | 20,211 | * | | Patrick J. Bartels(6) | Class A common stock | 33,886 | * | | Matthew B. Gorson(7) | Class A common stock | 22,386 | * | | Kathleen B. Lynch(8) | Class A common stock | 12,736 | * | | M. Alison Mincey(9) | Class A common stock | 8,886 | * | | Darren L. Richman((10)) | Class A common stock | 265,000 | * | | Garett Rosenblum | Class A common stock | 5,900 | * | | Robert Nitkin | Class A common stock | 3,225 | * | | Rachel Presa | Class A common stock | 1,468 | * | | Adil Pasha | Class A common stock | 2,500 | * | | All directors and executive officers as a group (10 persons) | Class A common stock | 376,198 | * |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| * Less than 1%. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (1) Pursuant to the Schedule 13Ds filed on February 14, 2025, of the shares reflected in the table, Mr. Miller directly or indirectly is the beneficial owner of 838,334 shares of Class A common stock and 11,670,757 shares of Class B common stock, which such shares consist of (i) 11,405 shares of Class A common stock in Mr. Miller’s 401K account of which Mr. Miller has sole voting and investment power, (ii) 269,025 shares of Class A common stock beneficially owned by the Miller Foundation, a charitable family foundation of which Mr. Miller has shared voting and investment power, (iii) 3,330 shares of Class A common stock beneficially owned by Stuart A. Miller 2024 GRAT, of which Mr. Miller has sole voting and investment power, (iv) 100,000 shares of Class A common stock beneficially owned by Stuart A. Miller 2024 GRAT 2, of which Mr. Miller has sole voting and investment power, (v) 204,574 shares of Class A common stock beneficially owned by the Stuart A. Miller Foundation, a charitable foundation of which Mr. Miller has shared voting and investment power, (vi) 250,000 shares of Class A common stock directly beneficially owned by Mr. Miller, (vii) 10,543,663 shares of Class B common stock beneficially owned by MP Alpha Holdings LLLP (“MP Alpha Holdings”), of which Mr. Miller has sole voting and investment power, (viii) 273,142 shares of Class B common stock beneficially owned by the Miller Charitable Fund LLLP (“Miller Charitable Fund”), a charitable fund of which |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
Mr. Miller has sole voting and investment power and (ix) 853,952 shares of Class B common stock directly beneficially owned by Mr. Miller. Mr. Miller is on the board of directors of the Miller Foundation with each of his brother and sister and is therefore deemed to control such entity. Mr. Miller is trustee of each of the Stuart A. Miller 2024 GRAT and Stuart A. Miller 2024 GRAT 2. Mr. Miller is a director of the Stuart A. Miller Family Foundation. Mr. Miller is the sole officer and the sole director of LMM Family Corp. (“LMM”), which is the general partner of each of MP Alpha Holdings. MP Alpha Holdings is the holder of a majority of the partnership interests in Miller Charitable Fund and LMM is the general partner of Miller Charitable Fund.
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (2) Pursuant to Amendment No. 1 to Schedule 13G filed on January 30, 2026, The Vanguard Group has shared voting power with respect to 1,153,033 shares of Class A common stock and shared dispositive power with respect to 21,117,093 shares of Class A common stock. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (3) Pursuant to Schedule 13G filed on December 4, 2025, BlackRock, Inc. has sole voting power with respect to 17,955,695 shares of Class A common stock and sole dispositive power with respect to 18,303,135 shares of Class A common stock. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (4) Pursuant to Schedule 13G filed on January 8, 2026, Brave Warrior Advisors, LLC has sole voting power with respect to 8,600,224 shares of Class A common stock and sole dispositive power with respect to 8,600,224 shares of Class A common stock. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (5) Includes 8,886 shares of Class A common stock underlying RSUs that will vest on April 3, 2026. Excludes 3,225 RSUs that will not vest within 60 days of March 23, 2026. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (6) Includes 8,886 shares of Class A common stock underlying RSUs that will vest on April 3, 2026. Excludes 3,225 shares of Class A common stock underlying RSUs that will not vest within 60 days of March 23, 2026. Includes of 25,000 shares of Class A common stock owned jointly with Mr. Bartels’ spouse. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (7) Includes 8,886 shares of Class A common stock underlying RSUs that will vest on April 3, 2026. Excludes 3,225 RSUs that will not vest within 60 days of March 23, 2026. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (8) Includes 8,886 shares of Class A common stock underlying RSUs that will vest on April 3, 2026. Excludes 3,225 shares of Class A common stock underlying RSUs that will not vest within 60 days of March 23, 2026. Includes of 3,850 shares of Class A common stock owned jointly with Ms. Lynch’s spouse. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (9) Includes 8,886 shares of Class A common stock underlying RSUs that will vest on April 3, 2026. Excludes 3,225 RSUs that will not vest within 60 days of March 23, 2026. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
| (10) Includes of 44,000 shares of Class A common stock held by a trust over which Mr. Richman has shared voting power and sole investment power. |
Recovery Policy Relating to Erroneously Awarded Incentive Compensation
Each outstanding share of Class A common stock entitles the holder to one vote and each outstanding share of Class B common stock entitles the holder to ten votes. As of March 23, 2026, Mr. Miller had the power to cast 117,545,904 votes (which is 43.2% of the combined votes that could be cast by all the holders of Class A common stock and Class B common stock).