Corporate Governance

Board Independence

Fifty percent of Directors are independent. At all regularly scheduled meetings of the Board, the independent directors meet in executive session without management in attendance. In addition, the Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating & Corporate Governance (“N&CG”) Committee. Every member of the Audit Committee is independent and each of the Compensation and N&CG Committees have independent director representation. These committees meet regularly, typically in conjunction with regularly scheduled meetings of the Board, or otherwise as necessary, to carry out their functions and responsibilities.

Board Diversity

The Board recognizes the importance of having a composition representing diverse backgrounds and a broad set of experiences. Our two most recent independent directors are women. In addition, the N&CG Committee governing charter requires the N&CG Committee to consider diversity when making recommendations regarding Board composition and size. Diversifying the Board will continue to be an important consideration for the Board when evaluating potential candidates for future nominations to the Board.