Committee Membership

    Effective: 06/17/2020

    Board Committees and Charters

    The Board assigns responsibilities and delegates authority to its committees, and the committees regularly report on their activities and actions to the full Board. The Board has five standing committees:

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    Audit Committee (opens in new window)
    • Assists the Board in its general oversight of our financial reporting, financial risk assessment, internal controls and audit functions.
    • Appoints and retains our independent registered public accounting firm, managing its compensation, and overseeing its work.
    • Reviews and discusses with management the Company’s major financial, product security, and cybersecurity risk exposures and the steps management has taken to monitor and control such exposures.
    • Receives periodic reports from the Global Director of Ethics and Legal Compliance on the operation and effectiveness of the Company’s corporate compliance program.
    • Oversees compliance with the Company’s Code of Conduct.
    Compensation Committee (opens in new window)
    • Reviews and determines salaries, performance-based incentives and other matters related to the compensation of our executive officers.
    • Reviews and approves the performance measures and goals for our executive officers.
    • Reviews and grants equity awards to our executive officers.
    • Reviews and determines other compensation policies, handles many compensation-related matters, and makes recommendations to the Board and to management on employee compensation and benefit plans.
    • Administers our equity incentive plans.
    • Reviews our programs and practices related to executive workforce diversity and the administration of executive compensation programs in a non-discriminatory manner.
    • Oversees the Company’s strategies, initiatives and programs with respect to the Company’s culture; talent recruitment, development and retention; employee engagement, diversity and inclusion; and management development and succession planning for the Company’s Chief Executive Officer and selected senior leaders.
    Corporate Governance & Nominating Committee (opens in new window)
    • Identifies, evaluates, and recruits individuals to become Board members.
    • Reviews matters of corporate governance and corporate responsibility, such as environmental, sustainability, workplace, political contributions and stakeholder issues, and periodically reports on these matters to the Board.
    • Annually reviews and assesses the effectiveness of the Board’s Corporate Governance Guidelines, recommends to the Board proposed revisions to the Guidelines and committee charters, and reviews the poison pill policy.
    • Makes recommendations to the Board regarding the size and composition of the Board and its committees.
    • Reviews stockholder proposals and recommends actions on such proposals.
    • Advises the Board on compensation for our non-employee directors.
    • Reviews and assesses the Company’s stockholder engagement process, and reviews and reports stockholders’ feedback to the Board.
    Executive Committee (opens in new window)
    • Exercises the authority of the Board between Board meetings, except as limited by applicable law.
    Finance Committee (opens in new window)
    • Advises the Board on global treasury activities; derivatives transactions; financial risk management; off-balance sheet arrangements; mergers, acquisitions, divestitures and strategic investments; capital structure and capital allocation strategy; financing requirements; capital expenditures; dividends; stock repurchase authorizations; investor relations activities; insurance and self-insurance programs; and retirement plans.
    • Annually reviews and approves on behalf of the Company and its subsidiaries the Company’s decisions to enter into swaps that are exempt from mandatory exchange execution and clearing pursuant to the Commodity Exchange Act “end-user” and “treasury affiliate” exceptions.
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