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Summary

Summary  | Board Governing Documents | Board of Directors | Committee Composition

Our Board of Directors oversees corporate governance matters for the Company. It also performs continuous reviews of the Company's corporate governance policies.

The Company’s Board of Directors is comprised of thirteen members: Daniel Coleman (CEO), Charles E. Haldeman (Non-Executive Chairman), Debra J. Chrapaty, Peter R. Fisher, Rene M. Kern, James T. Milde, John C. (Hans) Morris, Alastair (Alex) Rampell, Daniel F. Schmitt, Laurie M. Shahon, Colin Smith, Heather Tookes and Adrian Weller. Messrs. Fisher, Smith and Weller, and Ms. Tookes joined the Board on January 18, 2017. The company held its 2016 annual meeting of stockholders on May 11, 2016, and 8 of the 9 directors then elected were in attendance.

The Board of Directors has determined that Messrs. Haldeman, Fisher, Milde, Schmitt, Kern, Morris, Rampell, Smith and Weller, and Mses. Chrapaty, Shahon and Tookes, are independent within the meaning of the Securities and Exchange Commission ("SEC") and The New York Stock Exchange ("NYSE") director independence standards, as currently in effect.

The Finance and Audit Committee operates under a written charter adopted by the Board of Directors and effective on March 30, 2016. The Finance and Audit Committee is established to assist the Company's Board of Directors’ oversight of: (1) the integrity of the financial statements and its risk and control environment; (2) the qualification of, and relationship with, the independent auditor; (3) the Company's internal audit function; (4) compliance with applicable legal and regulatory requirements; and (5) compliance with the Company's Code of Business Conduct and Ethics. The Finance and Audit Committee also (A) reviews and makes recommendations to the Board regarding (i) any proposed material capital formation plans, including planned issuances of equity securities and debt instruments, and stock repurchase programs and (ii) certain acquisitions, investments, new business ventures, and divestitures by the Company and (B) annually reviews and approves the Company's: (x) treasury investment policy outlining the general investment objectives of the Company and the specific instruments for which investments are permitted; (y) liquidity risk management policy; and (z) contingency funding plan.

The current members of the Finance and Audit Committee are Messrs. Schmitt and Rampell and Ms. Shahon, each of whom is not an officer or employee of the Company. Mr. Schmitt is the Chair of the Finance and Audit Committee. The Board of Directors has determined in its business judgment that each member is in compliance with the independence, experience and financial literacy requirements set forth by NYSE, The Sarbanes-Oxley Act of 2002 (“Sarbanes”) and rules adopted by the SEC pursuant to Sarbanes, as currently in effect. The Board of Directors has also determined in its business judgment that Mr. Schmitt is an “audit committee financial expert” as defined under SEC rules. The SEC provides that an “audit committee financial expert” does not have additional duties, obligations or liabilities and is not considered an expert under the Securities Act of 1933.

The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors on July 1, 2013. The Compensation Committee has responsibility for approving and evaluating executive officer compensation, incentive compensation and equity-based plans, policies and programs of the Company and its subsidiaries. The Compensation Committee also evaluates the performance of the Company's Chief Executive Officer, and based on such evaluation, reviews and approves his annual salary, cash incentives and long-term equity incentive bonus. The Compensation Committee is also responsible for producing an annual report on executive compensation and assisting management in the preparation of a compensation discussion and analysis. Additionally, the Compensation Committee provides assistance to the Board of Directors by setting performance-based compensation criteria for the Company's Chief Executive Officer and other key executives, certifying the results of such performance at the end of the annual performance period and awarding the resulting performance-based cash and equity compensation to such key executives. The current members of the Compensation Committee are Messrs. Milde, Kern and Morris, each of whom is independent within the meaning of NYSE's independence standards, as currently in effect. Mr. Milde serves as the Chair of the Compensation Committee.

The Risk and Technology Committee (“RTC”) operates pursuant to a written charter adopted by the Board of Directors and effective on January 20, 2017. The RTC has responsibility for assisting the Board in its oversight responsibilities relating to the (i) identification, monitoring and assessment of the key risks of the Company, including the significant policies, procedures and practices employed in risk management; and (ii) monitoring of major technology related strategies, projects and technology architecture, including those relating to cybersecurity and information security and technology. The current members of the RTC are Messrs. Milde and Rampell and Ms. Chrapaty. Mr. Milde serves as the Chair of the RTC Committee.

The Nominating and Corporate Governance Committee ("NCGC") is governed by a written charter adopted by the Board of Directors on July 1, 2013. A primary function of the NCGC is to identify and recommend to the Board individuals qualified to serve as Directors of the Company, consistent with the criteria included in our NCGC charter and our Corporate Governance Guidelines. The NCGC also considers nominee recommendations from stockholders of the Company. In connection with the identification and recommendation of nominees, the NCGC reviews the skills, backgrounds and experience of Board members, as well as the composition of the Board as a whole, with a view toward constituting a Board that has the best skill set, background and experience to oversee the Company's business. As stated in the Company's Corporate Governance Guidelines, this assessment includes a consideration of independence and diversity of age, professional experience (including skills and industry background), gender, ethnic background and country of citizenship, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Other functions of the NCGC include: (i) recommending the size of, and Directors to serve on, committees of the Board; (ii) advising the Board with respect to matters of Board composition and procedures; (iii) developing and recommending to the Board a set of corporate governance principles applicable to the Company and overseeing corporate governance matters generally; and (iv) overseeing the annual evaluation of the Board and the Company's management. The current members of the NCGC are Messrs. Morris and Kern and Ms. Shahon. Mr. Morris serves as Chair of the NCGC. Each member of our NCGC is independent within the meaning of NYSE's independence standards, as currently in effect.

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