Committee Membership

    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.
    • Responsible for appointing and retaining our independent registered public accounting firm, managing its compensation, and overseeing its work.
    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 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.
    • Makes recommendations to the Board on stockholder proposals about compensation matters.
    • Administers the equity incentive plan and the employee stock purchase plan.
    Corporate Governance & Nominating Committee (opens in new window)
    • 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.
    • Oversees the director evaluation process
    • Reviews all stockholder proposals and recommends actions on such proposals.
    • Advises the Board on compensation for our non-employee directors.
    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 capital structure decisions, including the issuance of debt and equity securities; banking arrangements, including the investment of corporate cash; and management of the corporate debt structure.
    • Reviews and approves finance and other cash-management transactions.