

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.
