BOARD OF DIRECTORS
- The Board consists of ten members, eight 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
COMMITTEES OF THE BOARD OF DIRECTORS
- Audit Committee is comprised of five independent Directors, all of whom have been determined to be financial experts. The Audit Committee is appointed by the Board of Directors 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.
- Nominating and Governance Committee is comprised of four independent directors. The Nominating and Governance Committee assists the Board of Directors in establishing criteria and qualifications for potential Board members, identifies and recommends directors 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.
- Compensation Committee is comprised of four 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 directors and named executive officers requiring stock ownership of three times annual compensation (anticipated to increase to four times in 2021 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
In addition to annually signing the Code of Business Conduct and Ethics, all team members adhere to the Company’s “Rules for Victory” which include a framework that focuses on: honesty, accountability, resourcefulness, dedication, and passion for their work.