PAY vs. PERFORMANCE

The following disclosures are being provided in

accordance

with final

rules

adopted

by

the SEC, on August 2, 2022, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Certain measures disclosed in the table below, including “Compensation Actually Paid,” are calculated in accordance with those rules. However, these rules were issued subsequent to the Human Capital Committee’s executive compensation determinations for 2022. Accordingly, the Human Capital Committee did not necessarily consider these measures (except with respect to

Non-GAAP

EPS) or these calculations in setting compensation for the named executive officers or for linking executive compensation with Company performance for 2022 or any prior periods disclosed below. For a description of the Human Capital Committee’s processes, policies and considerations when setting compensation and evaluating performance, please see the “Compensation Discussion and Analysis” beginning on page XX of this proxy statement.


		Summary Compensation Table Total for		Compensation Actually Paid to		Average Summary Compensation Table Total for		Average Compensation Actually Paid to		Value of Initial Fixed $100 Investment based on:4
Year		CEO¹ ($)		CEO 1,2,3 ($)		Non-CEO NEOs¹ ($)		Non-CEO NEOs 1,2 ($)		TSR ($)		Peer Group TSR ($)		Net Income ($ Millions)		Non-GAAP EPS 5
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
	2022	$	4,848,381	$	3,370,042	$	1,462,435	$	1,077,211	$	110	$	135	$	64	$	5.77
	2021	$	4,398,947	$	4,234,738	$	1,351,755	$	1,329,197	$	114	$	149	$	71	$	4.82
	2020	$	3,007,891	$	1,944,332	$	2,330,360	$	2,038,317	$	82	$	118	$	55	$	4.17

1. John Wasson was our CEO for the years presented in this table.

The

individuals comprising the

Non-CEO

NEOs for the years presented in this table are listed below.


2020	2021	2022
Sudhakar Kesavan	James C. Morgan	James C. Morgan
James C. Morgan	Bettina Welsh	Bettina Welsh
Bettina Welsh	Sergio Ostria	Barry Broadus
Sergio Ostria	Mark Lee	Anne Choate
		Mark Lee

2. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the

Non-CEO

NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.


Year	Summary Compensation Table Total for John Wasson ($)		Exclusion of Stock Awards and Option Awards for John Wasson ($)			Inclusion of Equity Values for John Wasson ($)		Compensation Actually Paid to John Wasson ($)
2022	$	4,848,381	$	(2,744,047	)	$	1,265,708	$	3,370,042
2021	$	4,398,947	$	(2,324,936	)	$	2,160,727	$	4,234,738
2020	$	3,007,891	$	(1,434,943	)	$	371,385	$	1,944,332


Year	Average Summary Compensation Table Total for Non-CEO NEOs ($)		Average Exclusion of Stock Awards and Option Awards for Non-CEO NEOs ($)			Average Inclusion of Equity Values for Non-CEO NEOs ($)		Average Compensation Actually Paid to Non-CEO NEOs ($)
2022	$	1,462,435	$	(582,745	)	$	197,522	$	1,077,211
2021	$	1,351,755	$	(506,439	)	$	483,881	$	1,329,197
2020	$	2,330,360	$	(828,283	)	$	536,239	$	2,038,317

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for John Wasson ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for John Wasson ($)	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for John Wasson ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for John Wasson ($)	Total - Inclusion of Equity Values for Wasson ($)
2022	1,465,955	97,527	0	(297,773)	1,265,708
2021	1,415,301	499,795	0	245,632	2,160,727
2020	866,524	(141,032)	0	(354,107)	371,385


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-CEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-CEO NEOs ($)	Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-CEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-CEO NEOs ($)	Total - Average Inclusion of Equity Values for Non-CEO NEOs ($)
2022	234,521	15,316	0	(52,315)	197,522
2021	308,294	124,198	0	51,389	483,881
2020	500,177	(98,570)	420,559	(285,927)	536,239

4. The amounts set forth under the heading “Peer Group TSR” reflect the value, as of the end of the applicable fiscal year, of a hypothetical initial investment of $100 made on December 31, 2019, into the S&P Composite 1500 – Commercial & Professional Services Index.

5. The Human Capital Committee determined that

Non-GAAP

EPS was the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and

Non-CEO

NEOs for 2022. More information on

non-GAAP

EPS used for STI and LTI can be found in Annexes A and B. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

Named Executive Officers, Footnote [Text Block]

1. John Wasson was our CEO for the years presented in this table.

The

individuals comprising the

Non-CEO

NEOs for the years presented in this table are listed below.


2020	2021	2022
Sudhakar Kesavan	James C. Morgan	James C. Morgan
James C. Morgan	Bettina Welsh	Bettina Welsh
Bettina Welsh	Sergio Ostria	Barry Broadus
Sergio Ostria	Mark Lee	Anne Choate
		Mark Lee

PEO Total Compensation Amount

$ 4,848,381

$ 4,398,947

$ 3,007,891

Adjustment To PEO Compensation, Footnote [Text Block]


Year	Summary Compensation Table Total for John Wasson ($)		Exclusion of Stock Awards and Option Awards for John Wasson ($)			Inclusion of Equity Values for John Wasson ($)		Compensation Actually Paid to John Wasson ($)
2022	$	4,848,381	$	(2,744,047	)	$	1,265,708	$	3,370,042
2021	$	4,398,947	$	(2,324,936	)	$	2,160,727	$	4,234,738
2020	$	3,007,891	$	(1,434,943	)	$	371,385	$	1,944,332

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for John Wasson ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for John Wasson ($)	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for John Wasson ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for John Wasson ($)	Total - Inclusion of Equity Values for Wasson ($)
2022	1,465,955	97,527	0	(297,773)	1,265,708
2021	1,415,301	499,795	0	245,632	2,160,727
2020	866,524	(141,032)	0	(354,107)	371,385

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,077,211

1,329,197

2,038,317

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Description of Relationship Between CEO and Other

Non-CEO

NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other

Non-CEO

NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Description of Relationship Between CEO and Other

Non-CEO

NEO Compensation Actually Paid and Company-Selected Measure

The following chart sets forth the relationship between

Compensation

Actually Paid to our CEO, the average of Compensation Actually Paid to our

Non-CEO

NEOs, and our Company-Selected Measure during the three most recently completed fiscal years.

Tabular List [Table Text Block]

Tabular List of Most Important Financial Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our CEO and

Non-CEO

NEOs for 2022 to Company performance. The measures in this table are not ranked.