Lead Independent Director. Our Lead Independent Director has broad and substantive duties and responsibilities that have considerable overlap with those typically performed by an independent Board Chair, including: - Engages in planning and approval of meeting schedules and agendas
- Presides over regular executive sessions of independent directors;
- Provides input into the design of the annual Board, committee, and individual director self-evaluation process;
- Serves as an alternate member of all Board committees;
- Conducts the annual Board and individual director self-evaluation process in coordination with the Governance Committee; and
- Consults with shareholders.
| A highly effective and engaged Lead Independent Director: - Provides independent Board leadership and oversight, including on business matters and risk management activities;
- Enhances independent directors’ input and investors’ perspectives on agendas and discussions;
- Fosters candid discussion during regular executive sessions of the independent directors;
- Facilitates effective communication and interaction between the Board and management;
- Serves as a liaison between the independent directors and the Chair and CEO; and
- Provides feedback to management regarding Board concerns and information needs.
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Majority Independent Board. - At least 80% of our directors must meet the independence requirements prescribed by Nasdaq listing standards.
- The Guidelines provide that currently the Chair and CEO should be the only member of management to serve as a director.
| - Provides independent Board oversight of management on behalf of shareholders.
- Board composed entirely of independent directors, with the exception of the CEO.
- Committees composed entirely of and chaired by independent directors.
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Regular Executive Sessions of Independent Directors. At each in‑person Board meeting, the independent directors meet in executive session without any members of management present. The Lead Independent Director chairs these sessions. | Allows the Board to discuss substantive issues, including matters concerning management, without management present. |
Annual Board and Committee Self‑Assessments. - Annual Board, committee, and director self‑assessments include candid, one‑on‑one conversations between the Lead Independent Director and each director, in coordination with the Governance Committee.
- The results of these self‑assessments are used in planning Board and committee meetings and agendas, fostering director accountability and committee effectiveness, analyzing Board composition, and making director recruitment and governance decisions.
| - Promotes regular process improvement of the Board and committees.
- Provides an opportunity to discuss individual directors’ contributions and performance and to solicit their views on improving Board and committee performance.
- Provides a disciplined mechanism for director input into the Board’s evolution and succession planning process.
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Tenure and Retirement Policies. - Non‑employee directors have a term limit of 15 years.
- Non‑employee directors will not be nominated for election to the Board after their 75th birthday.
| - Promotes ongoing evolution and refreshment.
- Average tenure for current directors is approximately six years.
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Ongoing Director Succession Planning. The Guidelines provide that the Governance Committee will periodically review the succession plans for members of the Board, each Committee and its Chair, and the Lead Independent Director. | Maintaining a diverse Board with varying backgrounds, skills, and expertise promotes inclusion in decision‑making and oversight and helps the Board remain appropriately tailored to guiding the Company and its strategy. |
Limitations on Other Board Service. - Directors should not serve on more than three public company boards in addition to our Board.
- Directors who also serve as CEO at another public company should not serve on more than one public company board in addition to our Board.
| - Helps affirm that directors have sufficient time to fulfill their fiduciary duties to the Company.
- Enhances management accountability.
- All directors comply with this policy.
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Annual Election of Directors. Shareholders elect directors annually by majority vote in uncontested elections. | Strengthens Board, committee, and individual director accountability. |
Proxy Access. Shareholders who own 3% or more of our outstanding Common Stock continuously for at least three years may nominate up to two director nominees to our Proxy Statement. | Strengthens Board accountability and encourages engagement with shareholders regarding Board composition. |
Special Meeting of Shareholders. The holders of at least 20% of the voting power of the outstanding Common Stock may call a special meeting of shareholders. | Strengthens Board accountability and encourages engagement with shareholders regarding important matters. |
Regular Shareholder Engagement. - We regularly engage with shareholders to seek their input on emerging issues, address their questions, and understand their perspectives.
- The Lead Independent Director is available for consultation with our shareholders.
| - Following our 2025 Annual Meeting of Shareholders, we reached out to shareholders representing approximately 57% of our outstanding shares and engaged with 23 different shareholders that collectively represent approximately 35% of our outstanding shares. The Lead Independent Director met with shareholders representing approximately 22% of our outstanding shares.
- This practice provides open channels of communication with our shareholders and helps promote regular consideration of and response to feedback on the Company’s strategy, corporate governance, compensation, and sustainability.
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Stock Ownership Requirements. Directors must own shares of our Common Stock in an amount equal to five times the annual Board cash retainer within five years of joining the Board. | Aligns directors’ and shareholders ’ long‑term interests. |
Annual CEO Evaluation and Board Oversight of Executive Compensation. - Annually, the People and Compensation Committee sets goals for and evaluates the Chair and CEO’s performance. The People and Compensation Committee seeks input from the other directors before deciding on a performance rating and compensation actions.
- The People and Compensation Committee also oversees our executive compensation program.
| - Company’s executive compensation program aligns with our business strategy and reflects the strength of ongoing shareholder feedback.
- Enhances management accountability.
- Promotes long‑term shareholder returns.
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Board Oversight of Strategy and Risk Management. - The Board reviews the Company’s strategic plan periodically and holds at least one meeting per year primarily dedicated to strategy.
- The Board also has ultimate responsibility for risk oversight and exercises its risk oversight responsibility at both the Board and committee level.
| - Enhances management accountability as the Company’s goals and executive compensation design are tied to a number of metrics critical to achieving the strategic plan and promoting long‑term shareholder returns.
- At Board meetings held throughout the year, the Board and management track progress against the strategic plan’s goals, consider impacts due to changing circumstances in the industry and the economic environment, and monitor strategic and operational risks.
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