(c)
Includes 265,000 shares owned by Mr. Kean’s wife. Mr. Kean disclaims any and all beneficial or pecuniary interest in the shares owned by his wife. Also includes 215,793 shares owned by a charitable foundation of which Mr. Kean is a member of the board of directors and shares voting and investment power. Mr. Kean disclaims any beneficial ownership in the shares owned by the charitable foundation. Excludes 1,030,338 RSUs subject to forfeiture and voting restrictions that lapse on July 31, 2023.
(d)
Includes 2,026,048 shares held by a limited partnership of which Ms. Dang controls the voting and disposition power. Ms. Dang disclaims 10% of any beneficial or pecuniary interest in these shares. Excludes 198,808, 228,964 and 288,851 RSUs subject to forfeiture and voting restrictions that lapse on July 31, 2023, July 31, 2024 and July 31, 2025, respectively.
(e)
Includes 1,860 restricted shares subject to forfeiture until July 17, 2023. Includes 196,610 shares held by a family limited liability company. Mr. Gardner disclaims 99% of any beneficial ownership of such shares.
(f)
Includes 25,717 shares held by Mr. Kuehn’s spouse. Mr. Kuehn disclaims any and all beneficial or pecuniary interest in the shares owned by his spouse.
(g)
Includes 3,660,000 shares owned by Portcullis Partners, LP, a private investment partnership. Mr. Morgan is President of Portcullis Partners, LP and has sole voting and dispositive power with respect to such shares. Also includes 437,898 shares owned by trusts for which Mr. Morgan has voting and dispositive power. An aggregate of 2,600,000 shares held by Portcullis Partners, LP are held in either a margin account or an account that serves as collateral for a line of credit.
(h)
Includes 457,784 shares held by a limited partnership of which Mr. Shaper controls the voting and disposition power. Mr. Shaper disclaims 98% of any beneficial or pecuniary interest in these shares. Also includes 7,500,000 shares held by a limited liability company with respect to which Mr. Shaper controls the voting and disposition power and 50,000 shares held by a charitable foundation with respect to which Mr. Shaper shares voting and disposition power. Mr. Shaper disclaims any beneficial ownership of the shares held by the charitable foundation.
(i)
Includes 19,581 shares held by Mr. Smith’s spouse. Mr. Smith disclaims any and all beneficial or pecuniary interest in the shares held by his spouse.
(j)
Includes 7,500 restricted shares subject to forfeiture until July 17, 2023.
(k)
Includes 1,860 restricted shares subject to forfeiture until July 17, 2023.
(l)
Excludes 115,971, 100,172 and 108,319 RSUs subject to forfeiture and voting restrictions that lapse on July 31, 2023, July 31, 2024 and July 31, 2025, respectively.
(m)
Excludes 53,016, 57,241 and 86,656 RSUs subject to forfeiture and voting restrictions that lapse on July 31, 2023, July 31, 2024 and July 31, 2025, respectively.
(n)
Excludes 99,404, 85,862 and 108,319 RSUs subject to forfeiture and voting restrictions that lapse on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. 216,604 shares are pledged by Mr. Sanders as collateral for a line of credit that is undrawn as of the date of this proxy statement.
(o)
See notes (b) through (n). Also includes 280,072 shares held indirectly, in respect of which shares the executive officers disclaim all or a portion of any beneficial or pecuniary interest. Includes 19,719 shares held in a margin account in the name of an executive officer other than the named executive officers, no margin loans in respect of which were outstanding as of March 13, 2023. Excludes an aggregate of 1,617,815 RSUs held by executive officers other than the named executive officers, which RSUs are subject to forfeiture and voting restrictions that lapse at various times from July 2023 through July 2025.
(p)
Based on a Schedule 13G/A filed with the SEC by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, on February 9, 2023, reflecting beneficial ownership as of December 31, 2022, The Vanguard Group has shared voting power as to 3,714,616 shares of common stock, sole dispositive power as to 163,241,988 shares of common stock and shared dispositive power as to 9,155,526 shares of common stock.
(q)
Based on a Schedule 13G/A filed with the SEC by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, on March 7, 2023, reflecting beneficial ownership as of December 31, 2022, BlackRock, Inc. has sole voting power as to 152,949,923 shares of common stock and sole dispositive power as to 164,259,459 shares of common stock.