Equity compensation. Our non-executive directors are eligible to receive equity-based awards as compensation for their services as directors.

The Board of Directors determines when to grant equity awards. Equity awards are discretionary and are generally granted to our executive officers in the first half of the fiscal year of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The Company does not currently grant stock options to its employees. Eligible employees, including our named executive officers, may voluntarily enroll in the ESPP and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six-month period. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.