Audit Committee
The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, financial reporting process, systems of internal accounting and financial controls, internal audit process, risk management, and compliance with legal and regulatory requirements, and the independent audit of the annual financial statements. The Committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations. The Committee reviews with management major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures.
Audit Committee Charter
Committee Members: Lori Lee, Chair; Mark A. Blinn; Leticia Gonçalves; Matthew S. Levatich; James S. Turley
Meetings in Fiscal 2023: 4
Compensation Committee
The Compensation Committee discharges the Board’s oversight of the Company’s executive compensation and produces the Committee’s proxy statement report on executive compensation. Among other things, the Committee approves goals and objectives, evaluates performance and sets compensation for the CEO; approves elements of compensation for and oversees the evaluation of certain other officers, including the NEOs; oversees the Company’s equity incentive plans; and monitors the Senior Management Succession Plan.
Compensation Committee Charter
Committee Members: Gloria A. Flach, Chair; Joshua B. Bolten; Martin S. Craighead; William H. Easter III; Jim M. McKelvey
Meetings in Fiscal 2023: 7
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee oversees the Company’s corporate governance; reviews its governance principles and independence standards; oversees the annual Board and Committee self-evaluations; discharges the Board’s responsibilities related to Director compensation; identifies, evaluates and recommends individuals for Board and Committee membership; makes recommendations as to the size and composition of the Board and its Committees; and reviews the Company’s conflict of interest policies, codes of ethics, political activities and compliance with related laws and regulations, and oversees management’s implementation thereof.
Corporate Governance and Nominating Committee Charter
Committee Members: Joshua B. Bolten, Chair; Mark A. Blinn; Martin S. Craighead; James S. Turley
Meetings in Fiscal 2023: 4
Executive Committee
The Executive Committee exercises Board authority between Board meetings on matters in which specific direction has not been given by the Board, to the extent permitted by law and except for certain specified matters.
Executive Committee Charter
Committee Members: James S. Turley, Chair; Joshua B. Bolten; William H. Easter III; Gloria A. Flach; Lal Karsanbhai; Lori Lee
Meetings in Fiscal 2023: 1
Technology and Environmental Sustainability Committee
The Technology and Environmental Sustainability Committee advises the Board with respect responsibilities for oversight of the Company’s strategy and effectiveness in utilizing technology and innovation in its product portfolio; reviews and assists in the oversight of potential risks associated with technology, and reviews and assists in the oversight of the Company’s environmental sustainability policies and programs.
Technology and Environmental Sustainability Committee Charter
Committee Members: William H. Easter III, Chair; Gloria A. Flach; Leticia Gonçalves; Matthew S. Levatich; Jim M. McKelvey
Meetings in Fiscal 2023: 1
