BOARD OF DIRECTORS
- The Board consists of nine members, seven of whom are independent*
- Four Board members, each with diverse experience, have been added since the beginning of 2018
- All members of the Audit, Nominating and Governance, and Compensation committees are independent
- Independent directors meet regularly, without the presence of officers or employees
- A Lead Independent Director was appointed in 2019
- Independent Directors meet regularly, without the presence of officers or team members
COMMITTEES OF THE BOARD OF DIRECTORS
- The Audit Committee is comprised of three independent Directors, all of whom have been determined to be financial experts. The Audit Committee is appointed by the Board to monitor the integrity of the financial statements of the Company, the independence and qualifications of the Company’s independent auditors, the performance of the Company’s internal and external auditors, and compliance with legal and regulatory requirements.
- The Nominating and Governance Committee is comprised of four independent Directors. The Nominating and Governance Committee assists the Board in establishing criteria and qualifications for potential Board members, identifies and recommends Director nominees, establishes corporate governance practices, leads the Board’s annual reviews of performance and management, recommends committee nominees, and oversees the evaluation of the Board.
- The Compensation Committee is comprised of three independent Directors. The Compensation Committee is responsible for reviewing and approving the Company’s compensation philosophy, the compensation of executive officers, and setting the criteria for awards under incentive compensation plans and determining whether such criteria have been met.
- The Board has adopted an insider trading policy that applies to all directors, officers, and employees
- The Company does not have a shareholder rights plan (“poison pill”)
- The Company maintains stock ownership guidelines for named executive officers and Directors, requiring stock ownership of three times annual compensation for certain named executive officers and four times annual compensation for Directors
- Time vested stock grants to officers and employees vest over a five-year period to provide long-term alignment
- Performance-based stock grants to named executive officers utilize total shareholder return, with the amount of the grants intended to increase as total returns to stockholders increase, further enhancing alignment
- The Board has established a succession plan for the Chief Executive Officer to cover emergency and other occurrences
- The Company annually submits “say-on-pay” advisory votes and has received support in excess of 95% for the past four years
- The Board has recently adopted a clawback policy, providing the Board the ability to recover compensation from executive officers in the event of fraud, intentional misconduct, or lack of sufficient oversight leading to a restatement of the Company’s financial statements or a miscalculation of the
Company’s performance metrics used in determining compensation
All team members adhere to the Company’s Code of Business Conduct and Ethics, and “Rules for Victory” which include a framework that focuses on: honesty, accountability, resourcefulness, dedication, and passion for their work.
The Company has a Whistleblower policy in which team members are able to address concerns directly to the Chair of the Audit Committee.
*The disclosure above reflects the anticipated composition of the Board following the Company’s Annual Meeting of Stockholders on May 6, 2021.