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Committees of the Board of Directors

Audit Committee

Our Audit Committee assists the Board of Directors in its oversight of the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence and the performance of our independent registered public accounting firm. The Audit Committee reviews the audit plans and findings of our independent registered public accounting firm and our internal audit team and tracks management’s corrective action plans where necessary; reviews our financial statements, including any significant financial items and changes in accounting policies or practices, with our senior management and independent registered public accounting firm; reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

The Audit Committee is comprised of Ms. Ecton, Mr. Howell, Mr. Kestner and Mr. Smith, each of whom is an independent director and “financially literate” under the NYSE rules. Mr. Kestner serves as the Chairman of our Audit Committee. Ms. Ecton, Mr. Howell and Mr. Kestner have been designated as an ‘‘audit committee financial expert’’ as that term is defined by the SEC.

Audit Committee Charter

Compensation Committee

Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and approves the compensation of these officers based on such evaluations. The Compensation Committee also administers the issuance of equity and other awards under our equity plans.

The Compensation Committee is comprised of Mr. Bourell, Mr. Larson, Ms. Ecton and Ms. Jolliffe, each of whom is an independent director under the NYSE rules (including the enhanced independence requirements for compensation committee members). Ms. Ecton serves as the Chairman of our Compensation Committee.

Compensation Committee Charter

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors regarding candidates for directorships and the size and composition of the Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our Corporate Governance Guidelines and reporting and making recommendations to the Board of Directors concerning governance matters.

The Nominating and Corporate Governance Committee is comprised of Mr. Bourell, Mr. Hill, Ms.
Jolliffe and Mr. Smith, each of whom is an independent director under the NYSE rules. Mr. Hill serves as the Chairman of our Nominating and Corporate Governance Committee.

Nominating and Corporate Governance Committee Charter

Risk Committee

Our Risk Committee assists the Board of Directors in its oversight of (i) the principal business, financial, technology and operational risks, and other material risks and exposures of the Company and (ii) the actions, activities and initiatives of the Company to mitigate such risks and exposures. The Risk Committee also provides oversight for matters specifically relating to cyber security and other risks related to information technology systems and procedures.

The Risk Committee is comprised of Mr. Hill, Mr. Howell, Mr. Larson and Mr. Kestner, each of whom is an independent director under the NYSE rules. Mr. Howell serves as the Chairman of our Risk Committee.

Risk Committee Charter