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Item 1B. Unresolved Staff Comments

2025-02-27 compared with 2024-02-22 · 31 added, 20 removed, 32 unchanged (61% of the section changed)

2 unchanged sentences

Cybersecurity represents a critical component of the Company’s overall approach to risk management.

The Company’s cybersecurity policies, standards, and practices are fully integrated into the Company’s enterprise risk management (“ERM”) approach, and cybersecurity risks are among the core enterprise risks that are subject to oversight by the Company’s Board of Directors (the “Board”).

The Company’s cybersecurity policies, standards, and practices follow recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization, and other applicable industry standards.

The Company’s cybersecurity policies, standards, and practices are integrated into the Company’s enterprise risk management (“ERM”) approach, and cybersecurity risks are among the core enterprise risks that are subject to oversight by the Company’s Board of Directors (the “Board”).

The Company’s cybersecurity policies, standards, and practices are intended to align with recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization, and other applicable industry standards.

The Company generally approaches cybersecurity threats through a cross-functional, multilayered approach, with the specific goals of:

8 unchanged sentences

• Systems Safeguards:

The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence.

The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through regular vulnerability assessments and cybersecurity threat intelligence.

• Collaboration:

2 unchanged sentences

The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

The Company provides training for personnel regarding cybersecurity threats, which reinforces the Company’s information security policies, standards, and practices.

The Company provides training for personnel regarding cybersecurity threats, which is designed to reinforce the Company’s information security policies, standards, and practices.

This training includes certain periodic and mandatory training for Company personnel regarding cybersecurity threats as well as the handling and processing of payment cards.

3 unchanged sentences

• Communication, Coordination and Disclosure:

The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, accounting, risk management, internal audit, and other key business functions, as well as the members of the Board and the Audit Committee of the Board in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.

The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, accounting, risk management, internal audit, and other key business functions, as well as the members of the Board and the Audit Committee of the Board in a dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds designed to help ensure that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.

• Governance:

The Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s ERM function, the Company’s Chief Information Officer, other members of management, and relevant management committees and councils, including the Company’s Cyber Security Committee.

A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures.

The Company engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness.

The results of such assessments, audits, and reviews are reported to the Company’s Cyber Security Committee, and when appropriate, the Audit Committee, and the Board, and the Company adjusts its cybersecurity policies, standards, processes, and practices at least annually, or more frequently as necessary, based on the information provided by the assessments, audits, and reviews.

The Company’s Cyber Security Committee, in coordination with the Board and Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes, and practices that the Company’s Chief Information Officer and its Vice President of Information Security, in coordination with the Company’s Cyber Security Committee, develop and implement to address risks from cybersecurity threats.

A key part of the Company’s strategy for managing risks from cybersecurity threats is the assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures.

The Company engages third parties to perform assessments of our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness.

The results of such assessments, audits, and reviews are reported to the Company’s Cyber Security Committee, and when appropriate, the Audit Committee and the Board.

The Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by the assessments, audits, and reviews.

The Company’s Cyber Security Committee , in coordination with the Board and Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes, and practices that the Company’s Chief Information Officer and its Chief Information Security Officer, in coordination with the Company’s Cyber Security Committee, develop and implement to address risks from cybersecurity threats.

The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security considerations arising with respect to the Company’s peers and third parties.

The Board and the Audit Committee are also informed of any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed.

At least once each quarter,

the Board discusses the Company’s approach to cybersecurity risk management with the Company’s Chief Information Officer, and at least annually, or more frequently as necessary, the Company’s Chief Information Officer meets with the Audit Committee to discuss cybersecurity risk management.

The Company’s Chief Information Officer and its Vice President of Information Security are members of the Company’s management that are principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company.

The Company’s Chief Information Officer serves as Chair of the Company’s Cyber Security Committee and works in coordination with the other members of the Cyber Security Committee, which includes our Vice President of Information Security, EVP, Operations, EVP, Chief Financial Officer, Chief Compliance Officer, and VP, Legal – Intellectual Property and Privacy, who also serves as the Company’s Privacy Compliance Officer and Data Protection Officer.

The Board and the Audit Committee are also informed of identified cybersecurity incidents that meet established reporting thresholds, as well as ongoing updates regarding each such incident until it has been addressed.

The Board discusses the Company’s approach to cybersecurity risk management with the Company’s Chief Information Officer, and, as necessary, the Company’s Chief Information Officer meets with the Audit Committee to discuss cybersecurity risk management.

The Company’s Chief Information Officer and its Chief Information Security Officer are members of the Company’s management that are principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company.

Chief Information Security Officer;

EVP, Operations;

EVP, Chief Financial Officer;

Chief Compliance Officer;

Chief Accounting Officer;

Chief Legal Officer;

Deputy Chief Compliance Officer;

SVP, Public Affairs;

VP, Risk Management;

VP, Internal Audit;

and VP, Legal – Intellectual Property and Privacy, who also serves as the Company’s Privacy Compliance Officer and Data Protection Officer.

The Company’s Chief Information Officer has served in various roles in information technology and information security for over 27 years, including serving in technology leadership roles such as Chief Information Officer, Senior Director of Commercial Technologies, Senior Director of Corporate Systems, Senior Director of Business Intelligence and Analytics, and Quality Assurance leadership roles for large public companies.

1 unchanged sentence

in Economics from Miami University and an MBA in Information Technology from The University of Maryland.

The Company’s Vice President of Information Security has served in various roles in information technology and information security for over 25 years, including serving as Vice President of Information Security and Product Security Officer for large public companies.

In addition, the Company’s Vice President of Information Security has previously held roles including Security Risk Assessor, Security Policy Development, and Security Architect.

The Company’s Vice President of Information Security has also contributed to the development and review of various security-related publications including the National Institute of Standards and Technology, the International Organization for Standardization, and the Cloud Security Alliance, has served in numerous roles on various cybersecurity-related advisory boards, and holds a B.S.

The Company’s Chief Information Security Officer has served in various roles in information technology and information security for over 25 years, including serving as Vice President of Information Security and Product Security Officer for large public companies.

In addition, the Company’s Chief Information Security Officer has previously held roles including Security Risk Assessor, Security Policy Development, and Security Architect.

The Company’s Chief Information Security Officer has also contributed to the development and review of various security-related publications including the National Institute of Standards and Technology, the International Organization for Standardization, and the Cloud Security Alliance, has served in numerous roles on various cybersecurity-related advisory boards, and holds a B.S.

in Electrical Engineering from Fairleigh Dickinson University.

The Company’s Chief Information Officer and Vice President of Information Security, in coordination with the Company’s Cyber Security Committee, work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s Security Incident Response Plan.

The Company’s Chief Information Officer and Chief Information Security Officer, in coordination with the Company’s Cyber Security Committee, work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and designed to allow the Company to promptly respond to any cybersecurity incidents in accordance with the Company’s Security Incident Response Plan.

To facilitate the success of this program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with the Company’s incident response and recovery plans.

Through the ongoing communications from these teams, the Chief Information Officer, the Vice President of Information Security, and the Company’s Cyber Security Committee monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents in real time, and report such incidents to the Audit Committee when appropriate.

We do not currently believe cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition;

Through the ongoing communications from these teams, the Chief Information Officer, the Chief Information Security Officer, and the Company’s Cyber Security Committee monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents in real time, and report such incidents to the Audit Committee when appropriate.

To date, we do not believe cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition;

however, we could experience a cybersecurity incident that materially affects us in the future.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1B. Unresolved Staff Comments