Run: Conflict of Interest Policy

This policy establishes requirements for identifying, disclosing, reviewing, and managing actual, potential, and perceived conflicts of interest. The goal is to protect the company's integrity, ensure fair decision-making, and maintain trust with employees, customers, vendors, regulators, and other stakeholders.

This policy applies to all employees, officers, directors, contractors, temporary workers, and interns, unless a written agreement states otherwise. It applies to decisions involving hiring, promotion, compensation, procurement, vendor selection, contracting, confidential information, outside employment, gifts, and any other business activity where personal interests may affect judgment. **Jurisdictional note:** California employees, New York employees, and other state-specific groups remain subject to any additional ethics, disclosure, or whistleblower requirements under applicable law. Where local law provides greater protection or imposes additional duties, the company will follow the stricter requirement.

A conflict of interest may be **actual**, **potential**, or **perceived**. A conflict can arise from financial interests, family relationships, outside employment, board service, gifts, entertainment, investments, vendor relationships, or use of company information for personal benefit. Employees must use **good-faith** judgment and disclose any situation that a reasonable person could view as affecting impartiality, even if the employee believes no improper influence exists.

Employees must avoid situations that create a conflict of interest whenever possible. If a conflict exists or may reasonably be perceived to exist, the employee must promptly disclose it and follow the company's review and management process. Employees may not use company time, property, confidential information, or authority for personal gain or to benefit a family member, friend, or outside business. Employees must not participate in decisions where they have a personal interest unless the conflict has been reviewed and approved in writing. The company may require recusal, reassignment, divestiture, restriction of duties, additional oversight, or other controls to manage the conflict.

1. **Prompt disclosure:** Employees must disclose any actual, potential, or perceived conflict as soon as it is identified, and before participating in the related decision or activity. 2. **Written submission:** Disclosures must be submitted in writing to HR, Compliance, or the designated policy holder using the company's conflict-of-interest form or reporting channel. 3. **Required details:** The disclosure must include the nature of the outside interest, the people or entities involved, the employee's role, the business matter affected, and any steps already taken to reduce the conflict. 4. **Review:** HR, Compliance, Legal, or the designated manager will review the disclosure, assess risk, and determine whether additional information is needed. 5. **Interim restrictions:** Pending review, the employee may be temporarily removed from the matter, instructed not to access related records, or placed under additional supervision. 6. **Decision and documentation:** The company will document the review outcome, any mitigation measures, the approval authority, and any follow-up review date. 7. **Annual certification:** Employees may be required to complete an annual conflict-of-interest certification and update disclosures when circumstances change.

- Owning a significant financial interest in a vendor, competitor, or customer. - Supervising or influencing the hiring, pay, or evaluation of an immediate family member. - Accepting gifts, meals, travel, or entertainment that could influence business judgment. - Working a second job or consulting role that overlaps with company business or uses company resources. - Serving on a board or advisory group that may compete with or do business with the company. - Using confidential company information for personal investment or outside business decisions.

**Employees:** Identify and disclose conflicts promptly, cooperate with reviews, and comply with any restrictions or mitigation measures. **Managers:** Escalate concerns, avoid retaliatory behavior, and ensure employees do not participate in matters where a conflict may exist. **HR / Compliance:** Maintain the disclosure process, document reviews, coordinate investigations, and track annual certifications. **Legal / Executive Leadership:** Approve high-risk conflicts, determine whether divestiture or recusal is required, and ensure controls are consistent with applicable law and company risk tolerance. **Policy holder:** Owns the policy, maintains the template, and ensures periodic review and updates.

Failure to disclose a conflict, providing incomplete or misleading information, violating a recusal requirement, or retaliating against someone who raises a concern may result in corrective action up to and including termination of employment or contract. The company may also remove decision-making authority, suspend access to systems or records, require a documented warning or PIP where performance or judgment issues are implicated, or refer the matter to Legal, Audit, or external authorities when required. Nothing in this policy limits rights protected by the NLRA Section 7 or applicable whistleblower laws. Employees may raise concerns in good faith without retaliation.

Any exception to this policy must be approved in writing by HR, Compliance, Legal, or another designated authority before the employee participates in the affected matter. Exceptions should be rare, time-limited, and supported by documented safeguards. **California employees:** Any exception or mitigation measure must also comply with applicable California labor, privacy, and whistleblower requirements. **Government contracting employees:** Additional conflict rules may apply under the FAR and contract-specific ethics obligations.

This policy will be reviewed at least annually and updated as needed to reflect changes in business operations, risk profile, and applicable law. Revisions should be approved by the policy holder, HR, Compliance, and Legal as appropriate. The company may also update disclosure forms, training materials, and certification requirements to align with this policy.