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corporate governance
corporate governance

Principles for Effective Corporate Governance

Board and Committee Composition


  • We have separate Executive Chairman and Chief Executive Officer roles.
  • All of our non-executive directors are independent.
  • Our independent directors meet in executive session at least three times a year.
  • We have an independent Presiding Director, who chairs all executive sessions.
  • All Board Committee members are independent.
  • Independent directors hold 6 of 9 Board seats.


Protecting Stockholder Rights


  • Stock ownership guidelines for executive management and members of our Board.
  • All directors are required to retire at age 75.¹
  • Our bylaws allow stockholders to nominate director candidates through advanced notice or proxy access provisions.
  • All directors stand for election annually, with non-staggered terms.
  • Clawback policy to recapture executive incentive payments.
  • Focus on “pay for performance” for executive management.
  • No “poison pill” provision.

1. Mandatory retirement policy excludes directors with equity ownership of 5% or more.



Board of Directors Highlights





Effective Board Oversight


  • We are committed to building a diverse Board of Directors, with 3 diverse directors on our 9-member board, including our Executive Chairman.¹
  • Board members chair and are active participants in our Corporate Compliance, Diversity and Charitable Giving committees.
  • Our Board receives regular updates on our diversity goals and initiatives, which are directly overseen by our Executive Chairman.
  • All Audit Committee members are “audit committee financial experts.”
  • Our Board has direct oversight of our Data Security efforts and receives regular updates on data security initiatives and potential risks.
  • An independent compensation consultant conducts an annual review of executive management compensation.

1. “Diverse” includes directors who identify as members of minority ethnic groups and/or female.


BOARD MEMBERS CHAIR OUR CORPORATE COMPLIANCE, DIVERSITY AND CHARITABLE GIVING COMMITTEES