Committee Composition

Audit Committee

Our Audit Committee assists the Board of Directors in its oversight of the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our independent registered public accounting firm and our policies, process and structure related to risk assessment and risk management. The Audit Committee reviews the audit plans and findings of our independent registered public accounting firm and our internal audit team and tracks management’s corrective action plans where necessary; reviews our financial statements, including any significant financial items and changes in accounting policies or practices, with our senior management and independent registered public accounting firm; reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

The Audit Committee is comprised of Mr. Howell, Mr. Kestner and Ms. Smith, each of whom is an independent director and “financially literate” under the NYSE rules. Mr. Howell serves as the Chair of our Audit Committee. Mr. Howell and Mr. Kestner have been designated as an ‘‘audit committee financial expert’’ as that term is defined by the SEC.

Audit Committee Charter

Compensation Committee

Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and approves the compensation of these officers based on such evaluations. The Compensation Committee also administers the issuance of equity and other awards under our equity plans.

The Compensation Committee is comprised of Ms. Galvin, Mr. Jacoby, Mr. Mackenzie and Mr. Mehra each of whom is an independent director under the NYSE rules (including the enhanced independence requirements for compensation committee members). Ms. Galvin serves as the Chair of our Compensation Committee.

Compensation Committee Charter

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors regarding candidates for directorships and the size and composition of the Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our Corporate Governance Guidelines and reporting and making recommendations to the Board of Directors concerning governance matters.

The Nominating and Corporate Governance Committee is comprised of Ms. Galvin, Mr. Jacoby and Ms. Smith, each of whom is an independent director under the NYSE rules. Mr. Jacoby serves as the Chair of our Nominating and Corporate Governance Committee.

Nominating and Corporate Governance Committee Charter


Board Committees

Audit Compensation Nominating and Corporate Governance
Michael T. Kestner
Carmel Galvin
J. Mark Howell
Stefan Jacoby
Peter Kelly
Roy Mackenzie
Sanjeev Mehra
Mary Ellen Smith
  • Board Chair
  • Committee Member
  • Committee Chair