Form 485BPOS MASSACHUSETTS MUTUAL
As filed with the Securities and Exchange Commission on or about November 17, 2025
Registration Statement File No. 333-50410
Registration Statement File No. 811-08075
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐ Pre-Effective Amendment No.
☒ Post-Effective Amendment No. 39
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☒ Amendment No. 288
(Check appropriate box or boxes.)
Massachusetts Mutual Variable Life Separate Account I
(Exact Name of Registrant)
Massachusetts Mutual Life Insurance Company
(Name of Depositor)
1295 State Street, Springfield, Massachusetts 01111-0001
(Address of Depositor’s Principal Executive Offices)
(413) 788-8411
(Depositor’s Telephone Number, including Area Code)
Gary Murtagh
Head of Insurance Product & Operations Law
Massachusetts
Mutual Life Insurance Company
1295
State Street
Springfield,
Massachusetts 01111-0001
(Name
and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate box):
| ☒ | immediately upon filing pursuant to paragraph (b) |
| ☐ | on __________ pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | on __________ pursuant to paragraph (a)(1) of rule 485 under the Securities Act. |
If appropriate, check the following box:
| ☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Title of Securities Being Registered: Units of Interest in Variable Universal Life II (VUL II), an individual, flexible premium, adjustable, variable life insurance policy.
PARTS A and B
The Prospectus, dated April 28, 2025, as supplemented, and the Statement of Additional Information, dated April 28, 2025, are incorporated into Parts A and B of this Post-Effective Amendment No. 39 by reference to Registrant’s filing under Rule 485(b) as filed on April 25, 2025.
A supplement dated November 17, 2025 to the Prospectus is included in Part A of this Post-Effective Amendment No. 39.
Supplement dated November 17, 2025
to the Prospectuses and Updating Summary Prospectuses each dated April 28, 2025, as supplemented, for:
Variable Universal Life II
Issued by Massachusetts Mutual Life Insurance Company
Variable Universal Life
Issued by Massachusetts Mutual Life Insurance Company
in California and New York
and C.M. Life Insurance Company in all other states
| THIS SUPPLEMENT MUST BE READ IN CONJUNCTION WITH
YOUR PROSPECTUS. PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE. |
This supplement amends certain information in the above-referenced prospectuses:
Fund Additions
Beginning November 17, 2025, the following funds are added to Appendix A as investment options under your policy:
|
Fund Type |
Fund and Adviser/Sub-Adviser |
Current average assets) |
Average Annual Total Returns (as of 12/31/2024) | ||
| 1 Year | 5 Year | 10 Year | |||
| Small/Mid-Cap Growth | MML Invesco Discovery Mid Cap Fund (Class II)** Adviser: MML Investment Advisers, LLC Sub-Adviser: Invesco Advisers, Inc. |
0.83% |
— |
— |
— |
|
Large Cap Growth |
MML Invesco Discovery Large Cap Fund (Class II)** Adviser: MML Investment Advisers, LLC Sub-Adviser: Invesco Advisers, Inc. |
0.74% |
— |
— |
— |
|
Large Cap Blend |
MML Fundamental Equity Fund (Class II) Adviser: MML Investment Advisers, LLC Sub-Adviser: Invesco Advisers, Inc. |
0.80%* |
23.71% |
13.21% |
13.43% |
| International/Global | MML Global Fund (Class II) Adviser: MML Investment Advisers, LLC Sub-Adviser: Invesco Advisers, Inc. |
0.81%* |
5.59% |
5.87% |
7.55% |
|
Small/Mid-Cap Growth |
MML Mid Cap Growth Fund (Initial Class) Adviser: MML Investment Advisers, LLC Sub-Adviser: T. Rowe Price Associates, Inc. |
0.83% |
11.16% |
7.73% |
10.20% |
*This Fund is subject to an expense reimbursement or fee waiver arrangement. As a result, this Fund’s annual expenses reflect temporary expense reductions. See the Fund prospectus for additional information.
**The expenses are based on estimated amounts for the current fiscal year of the Fund. The Fund has not been in operation for a full calendar year, and therefore has no performance history. Performance history will be available for the Fund after it has been in operation for one calendar year.
| page 1 of 2 | PS25_17 |
Fund Name Change
| · | Effective November 14, 2025, the following fund was renamed: |
| Current Fund Name | New Fund Name |
| MML Small Cap Equity Fund | MML VIP Invesco Small Cap Equity Fund |
If you have questions about this supplement, or other product questions, you may contact your registered representative, visit us online
at www.MassMutual.com/contact-us, or call our Administrative Office at (800) 272-2216, 8 a.m.–8 p.m. Eastern Time.
For more information about the funds, read each fund prospectus. Prospectuses are available on our website at www.MassMutual.com.
| page 2 of 2 | PS25_17 |
PART C
OTHER INFORMATION
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Item 30. |
Exhibits |
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| 2 | Janus Henderson Amended and Restated Administrative Services Letter dated March 1, 2023 (Janus Henderson Investors US LLC and Massachusetts Mutual Life Insurance Company) - Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement File No. 333-229670 filed April 25, 2023 | ||||
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Shareholder Information Agreements (Rule 22c-2 Agreements) |
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Exhibit (i) |
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Exhibit (j) |
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Exhibit (l) |
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Exhibit (m) |
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Exhibit (n) |
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Auditor Consents: |
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Company Financial Statements |
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Separate Account Financial Statements |
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ii. |
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Powers of Attorney for: |
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Roger W. Crandall | ||
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Kathleen A. Corbet | |||||
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James H. DeGraffenreidt, Jr. | ||
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Mary Jane Fortin | |||||
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Isabella D. Goren | ||
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Powers of Attorney for: |
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Gregory Giardiello |
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David H. Long |
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| – Incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement File No. 333-255824 filed September 4, 2025 | ||||||
| iii. | Resolution Regarding the Rules and Regulations of the Board of Directors dated February 13, 2019 – Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement File No. 333-229670 filed October 2, 2020 | |||||
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Exhibit (o) |
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Exhibit (p) |
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Exhibit (q) |
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Item 31. Directors and Officers of the Depositor
Directors of Massachusetts Mutual Life Insurance Company
Roger W. Crandall, Director, Chairman |
Michelle K. Lee, Director |
William T. Spitz,
Director 16 Wynstone Nashville, TN 37215 |
Kathleen A. Corbet, Director |
Jeffrey
M. Leiden, Director |
Amy
M. Stepnowski, Director |
James
H. DeGraffenreidt, Jr., Director |
David H. Long, Director |
H. Todd Stitzer, Lead Director 4409 Spring Island Okatie, SC 29909 |
| Isabella D. Goren, Director 8030 Acoma Lane Dallas, TX 75252 |
Michael Thomas Rollings, Director 9625 E AW Tillinghast Road Scottsdale, AZ 85262 |
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| Bernard A. Harris, Jr., Director 3333 Allen Parkway, #1709 Houston, Texas 77019 |
Laura J. Sen, Director 95 Pembroke Street, Unit 1 Boston, MA 02118 |
Principal Officers of Massachusetts Mutual Life Insurance Company
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Roger W. Crandall, President and Chief Executive Officer 1295 State Street Springfield, MA 01111 |
Eric Partlan, Chief Investment Officer 10 Fan Pier Boulevard Boston, MA 02210 |
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Elizabeth Marin, Treasurer 1295 State Street Springfield, MA 01111 |
John Rugel, Head of Operations 10 Fan Pier Boulevard Boston, MA 02210 |
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Michael J. O’Connor, General Counsel 1295 State Street Springfield, MA 01111 |
Susan Cicco, Head of Human Resources & Employee Experience 1295 State Street Springfield, MA 01111 |
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Mary Jane Fortin, Chief Financial Officer 10 Fan Pier Boulevard Boston, MA 02210 |
Sears Merritt, Head of Technology & Experience 10 Fan Pier Boulevard Boston, MA 02210 |
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Dominic Blue, Head of Third-Party Distribution and New Markets 1295 State Street Springfield, MA 01111 |
Geoffrey Craddock, Chief Risk Officer 10 Fan Pier Boulevard Boston, MA 02210 |
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Paul LaPiana, Head of Brand, Product and Affiliated Distribution 1295 State Street Springfield, MA 01111 |
Tokunbo Akinbajo, Corporate Secretary 1295 State Street Springfield, MA 01111 |
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Gregory Giardiello, Corporate Controller 10 Fan Pier Boulevard Boston, MA 02210 |
Item 32. Persons Controlled by or Under Common Control with the Depositor or the Registrant
Item 33. Indemnification
MassMutual directors and officers are indemnified under Article V. of the by-laws of Massachusetts Mutual Life Insurance Company, as set forth below.
ARTICLE V. of the By-laws of MassMutual provides for indemnification of directors and officers as follows:
“ARTICLE V.
INDEMNIFICATION
Subject to limitations of law, the Company shall indemnify:
| (a) | each director, officer or employee; |
| (b) | any individual who serves at the request of the Company as a director, board member, committee member, partner, trustee, officer or employee of any foreign or domestic organization or any separate investment account; or |
| (c) | any individual who serves in any capacity with respect to any employee benefit plan, |
from and against all loss, liability and expense imposed upon or incurred by such person in connection with any threatened, pending or completed action, claim, suit, investigation or proceeding of any nature whatsoever, in which such person may be involved or with which he or she may be threatened to be involved, by reason of any alleged act, omission or otherwise while serving in any such capacity, whether such action, claim, suit, investigation or proceeding is civil, criminal, administrative, arbitrative, or investigative and/or formal or informal in nature. Indemnification shall be provided although the person no longer serves in such capacity and shall include protection for the person’s heirs and legal representatives.
Indemnities hereunder shall include, but not be limited to, all costs and reasonable counsel fees, fines, penalties, judgments or awards of any kind, and the amount of reasonable settlements, whether or not payable to the Company or to any of the other entities described in the preceding paragraph, or to the policyholders or security holders thereof.
Notwithstanding the foregoing, no indemnification shall be provided with respect to:
| (1) | any matter as to which the person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Company or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; |
| (2) | any liability to any entity which is registered as an investment company under the Federal Investment Company Act of 1940 or to the security holders thereof, where the basis for such liability is willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office; and |
| (3) | any action, claim or proceeding voluntarily initiated by any person seeking indemnification, unless such action, claim or proceeding had been authorized by the Board of Directors or unless such person’s indemnification is awarded by vote of the Board of Directors. |
In any matter disposed of by settlement or in the event of an adjudication which in the opinion of the General Counsel or his or her delegate does not make a sufficient determination of conduct which could preclude or permit indemnification in accordance with the preceding paragraphs (1), (2) and (3), the person shall be entitled to indemnification unless, as determined by the majority of the disinterested directors or in the opinion of counsel (who may be an officer of the Company or outside counsel employed by the Company), such person’s conduct was such as precludes indemnification under any such paragraph. The termination of any action, claim, suit, investigation or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of the Company.
The Company may at its option indemnify for expenses incurred in connection with any action or proceeding in advance of its final disposition, upon receipt of a satisfactory undertaking for repayment if it be subsequently determined that the person thus indemnified is not entitled to indemnification under this Article V.”
To provide certainty and more clarification regarding the indemnification provisions of the Bylaws set forth above, MassMutual has entered into indemnification agreements with each of its directors, and with each of its officers who serve as a director of a subsidiary of MassMutual, (a “Director”). Pursuant to the Agreements, MassMutual agrees to indemnify a Director, to the extent legally permissible, against (a) all expenses, judgments, fines and settlements (“Costs”), liabilities, and penalties paid in connection with a proceeding involving the Director because he or she is a director if the Director (i) acted in good faith, (ii) reasonably believed the conduct was in the Company’s best interests; (iii) had no reasonable cause to believe the conduct was unlawful (in a criminal proceeding); and, (iv) engaged in conduct for which the Director shall not be liable under MassMutual’s Charter or By-Laws. MassMutual further agrees to indemnify a Director, to the extent permitted by law, against all Costs paid in connection with any proceeding (i) unless the Director breached a duty of loyalty, (ii) except for liability for acts or omissions not in good faith, involving intentional misconduct or a knowing violation of law, (iii) except for liability under Section 6.40 of Chapter 156D of Massachusetts Business Corporation Act (“MBCA”), or (iv) except for liability related to any transaction from which the Director derived an improper benefit. MassMutual will also indemnify a Director, to the fullest extent authorized by the MBCA, against all expenses to the extent the Director has been successful on the merits or in defense of any proceeding. If any court determines that despite an adjudication of liability to MassMutual or its subsidiary that the Director is entitled to indemnification, MassMutual will indemnify the Director to the extent permitted by law. Subject to the Director’s obligation to pay MassMutual in the event that the Director is not entitled to indemnification, MassMutual will pay the expenses of the Director prior to a final determination as to whether the Director is entitled to indemnification.
Item 34. Principal Underwriters
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(a) |
MML Investors Services, LLC (“MMLIS”) acts as principal underwriter of the contracts/policies/certificates sold by its registered representatives and MML Strategic Distributors, LLC (“MSD”) serves as principal underwriter of the contracts/policies/certificates sold by registered representatives of other broker-dealers who have entered into distribution agreements with MSD. Massachusetts Mutual Variable Life Separate Account I, Massachusetts Mutual Variable Annuity Separate Account 1, Massachusetts Mutual Variable Annuity Separate Account 2, Massachusetts Mutual Variable Annuity Separate Account 3, Massachusetts Mutual Variable Annuity Separate Account 4, Panorama Separate Account, Connecticut Mutual Variable Life Separate Account I, MML Bay State Variable Life Separate Account I, MML Bay State Variable Annuity Separate Account 1, Panorama Plus Separate Account, C.M. Multi-Account A, C.M. Life Variable Life Separate Account I, Massachusetts Mutual Variable Life Separate Account II. |
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(b) |
MMLIS and MSD are the principal underwriters for this policy. The following people are officers and directors of MMLIS and directors and officers of MSD: |
DIRECTORS AND OFFICERS OF MML INVESTORS SERVICES, LLC
| Name | Positions and Offices | Principal Business Address |
| Vaughn Bowman | Director, Chairman of the Board, Chief Executive Officer, and President | (*) |
| John Vaccaro | Director and Chairman Emeritus | (*) |
| Geoffrey Craddock | Director | 10 Fan Pier Boulevard Boston, MA 02210 |
| Paul LaPiana | Director | (*) |
| Jennifer Reilly | Director | 10 Fan Pier Boulevard Boston, MA 02210 |
| Joseph Mallee | Director, Agency Field Force Supervisor and Vice President | (*) |
| David Mink | Vice President and Chief Operations Officer | (*) |
| Frank Rispoli | Chief Financial Officer and Treasurer | 10 Fan Pier Boulevard Boston, MA 02210 |
| Edward K. Duch, III | Chief Legal Officer, Vice President, and Secretary | (*) |
| Courtney Reid | Chief Compliance Officer | (*) |
| James P. Puhala | Deputy Chief Compliance Officer | (*) |
| Michael Gilliland | Deputy Chief Compliance Officer | (*) |
| Thomas Bauer | Chief Technology Officer | (*) |
| Anthony Frogameni | Chief Privacy Officer | (*) |
| Linda Bestepe | Vice President | (*) |
| Brian Foley | Vice President | 10 Fan Pier Boulevard Boston, MA 02210 |
| James Langham | Vice President | (*) |
| Michael Thomas | Vice President | 2 Park Ave. New York, NY 10016 |
| Daken Vanderburg | Vice President | (*) |
| Mary B. Wilkinson | Vice President | 10 Fan Pier Boulevard Boston, MA 02210 |
| David Holtzer | Field Risk Officer | (*) |
| Amy Francella | Assistant Secretary | (*) |
| Alyssa O’Connor | Assistant Secretary | (*) |
| Pablo Cabrera | Assistant Treasurer | 10 Fan Pier Boulevard Boston, MA 02210 |
| Jeffrey Sajdak | Assistant Treasurer | (*) |
| Elizabeth Marin | Assistant Treasurer | (*) |
| Kevin Lacomb | Assistant Treasurer | 10 Fan Pier Boulevard Boston, MA 02210 |
| Tricia Cohen | Continuing Education Officer | (*) |
| Mario Morton | Registration Manager | (*) |
| Kelly Pirrotta | AML Compliance Officer | (*) |
| John Rogan | Regional Vice President | (*) |
| Tanya Wilber | Regional Vice President | (*) |
| (*) | 1295 State Street, Springfield, MA 01111-0001 |
OFFICERS AND DIRECTORS OF MML STRATEGIC DISTRIBUTORS, LLC
| Name | Positions and Offices | Principal Business Address |
| Dominic Blue | Director and Chairman of the Board | (*) |
| Matthew DiGangi | Director, Chief Executive Officer, and President | (*) |
| Geoffrey Craddock | Director | 10 Fan Pier Boulevard Boston, MA 02210 |
| Jennifer Reilly | Director | 10 Fan Pier Boulevard Boston, MA 02210 |
| Frank Rispoli | Chief Financial Officer and Treasurer | 10 Fan Pier Boulevard Boston, MA 02210 |
| Edward K. Duch, III | Chief Legal Officer, Vice President, and Secretary | (*) |
| James P. Puhala | Vice President and Chief Compliance Officer | (*) |
| Vincent Baggetta | Chief Risk Officer | (*) |
| Paul LaPiana | Vice President | (*) |
| Anna Sciortino | Vice President | (*) |
| Alyssa O’Connor | Assistant Secretary | (*) |
| Pablo Cabrera | Assistant Treasurer | 10 Fan Pier Boulevard Boston, MA 02210 |
| Jeffrey Sajdak | Assistant Treasurer | (*) |
| Elizabeth Marin | Assistant Treasurer | (*) |
| Mario Morton | Registration Manager | (*) |
| Kelly Pirrotta | AML Compliance Officer | (*) |
| (*) | 1295 State Street, Springfield, MA 01111-0001 |
|
|
(c) |
Compensation From the Registrant |
Item 35. Location of Accounts and Records
|
|
All accounts, books, or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by the Registrant through Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111-0001. |
Item 36. Management Services
|
|
Not Applicable. |
Item 37. Fee Representation
REPRESENTATION UNDER SECTION 26(f)(2)(A) OF
THE INVESTMENT COMPANY ACT OF 1940
Massachusetts Mutual Life Insurance Company hereby represents that the fees and charges deducted under the Variable Universal Life II (“VUL II”) policy described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company.
SIGNATURES
Pursuant to the requirements of Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Wilmington, and the State of North Carolina on this 14th day of November, 2025
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
(Registrant)
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
By |
ROGER
W. CRANDALL * Roger
W. CrandallPresident and Chief Executive Officer (principal executive officer) Massachusetts Mutual Life Insurance Company |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature** |
Title |
Date | ||
|
ROGER
W. CRANDALL * Roger
W. Crandall |
|
Director
and Chief Executive Officer |
|
November 14, 2025 |
|
MARY JANE FORTIN * Mary Jane Fortin |
Chief
Financial Officer |
November 14, 2025 | ||
|
GREGORY GIARDIELLO * Gregory Giardiello |
|
Corporate
Controller |
|
November 14, 2025 |
|
KATHLEEN
A. CORBET * Kathleen
A. Corbet |
|
Director |
|
November 14, 2025 |
|
JAMES
H. DEGRAFFENREIDT, JR. * James
H. DeGraffenreidt, Jr. |
Director |
November 14, 2025 | ||
|
ISABELLA
D. GOREN * Isabella
D. Goren |
|
Director |
|
November 14, 2025 |
|
BERNARD
A. HARRIS, JR. * Bernard
A. Harris, Jr. |
Director |
November 14, 2025 | ||
|
MICHELLE
K. LEE * Michelle
K. Lee |
|
Director |
|
November 14, 2025 |
|
JEFFREY
M. LEIDEN * Jeffrey
M. Leiden |
Director |
November 14, 2025 | ||
|
DAVID H. LONG * David H. Long
|
Director |
November 14, 2025 |
||
|
|
Director |
, 2025 |
||
|
LAURA
J. SEN * Laura
J. Sen |
|
Director |
|
November 14, 2025 |
|
WILLIAM
T. SPITZ * William
T. Spitz |
Director |
November 14, 2025 | ||
|
AMY M. STEPNOWSKI * Amy M. Stepnowski |
Director |
November 14, 2025 | ||
|
H.
TODD STITZER * H.
Todd Stitzer |
|
Director |
|
November 14, 2025 |
| ** MAJORITY OF DIRECTORS | ||||
|
/s/ GARY F. MURTAGH * Gary F. MurtaghAttorney-in-Fact pursuant to Powers of Attorney |
||||
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