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Composition of Board Committees

Board Committee Structure

The Board of Directors has four standing committees: (i) an Audit Committee (in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); (ii) a Compensation Committee; (iii) a Corporate Governance and Nominating Committee; and (iv) a Risk Committee.

The Audit Committee is currently composed of four members, Messrs. Campion (who chairs the Committee), Getz, McCarthy and Wall, all of whom are independent under the definitions and interpretations of NASDAQ. Under the Audit Committee Charter, adopted by the Board of Directors, the Audit Committee is primarily responsible for, among other matters:

  •  Appointment, retention, termination and oversight, including the approval of compensation, of the Company’s independent auditors;
  • Pre‑approving audit and non‑audit services by the independent auditors;
  • Reviewing the audit plan and the estimated fees;
  • Reviewing securities disclosures and earnings press releases;
  • Managing significant risks and exposures and policies with respect to risk assessment and risk management relating to financial reporting;
  • Reviewing operational and accounting internal controls, including any special procedures adopted in response to the discovery of material control deficiencies;
  • Reviewing the action taken by management on the internal auditors’ and independent auditors’ recommendations;
  • Reviewing and approving the appointment, reassignment and replacement of the senior internal audit executive;
  • Reviewing the qualifications, performance and independence of the independent auditors;
  • Reviewing the Company’s Code of Business Conduct and Ethics;
  • Reviewing and approving the existence and terms of any transactions between the Company and any related party; and
  • Performing such additional activities, and considering such other matters, within the scope of its responsibilities, as the Audit Committee or the Board deems necessary or appropriate.

The Compensation Committee is currently composed of four members, Messrs. Getz (who chairs the Committee), Campion, McCarthy and Shor, all of whom are independent under the definitions and interpretations of NASDAQ. Under the Compensation Committee Charter, adopted by the Board of Directors, the Compensation Committee is primarily responsible for, among other matters:

  • Establishing the Company’s philosophy and policies regarding executive and director compensation, and overseeing the development and implementation of executive and director compensation programs;
  • Setting the CEO’s compensation level and performance goals and approving awards for the CEO under incentive compensation plans based on the performance evaluation conducted by the Board;
  • Reviewing and approving the individual elements of total compensation for the executive management of the Company;
  • Reviewing and approving revisions to the Company’s executive officer salary range structure and annual salary increase guidelines;
  • Assuring that the Company’s executive incentive compensation program is administered in a manner consistent with the Committee’s compensation philosophy and policies as to participation, target annual incentive awards, corporate financial goals and actual awards paid to executive officers;
  • Reviewing the Company’s employee benefit programs and approving changes, subject, where appropriate, to stockholder or Board approval;
  • Overseeing regulatory compliance with respect to compensation matters;
  • Reviewing performance of executive officers other than the CEO and overseeing succession planning;
  • Overseeing and making recommendations to the Board with respect to the Company’s incentive compensation plans and equity‑based plans; and
  • Preparing and issuing compensation evaluations and reports.

The Corporate Governance and Nominating Committee, which the Company sometimes refers to as the Governance Committee, is currently composed of three members, Messrs. Wall (who Chairs the Committee), Corey and Shor, all of whom are independent under the definitions and interpretations of NASDAQ.  Under the Governance Committee Charter, adopted by the Board of Directors, the Governance Committee is responsible for overseeing the performance and composition of the Board of Directors to ensure effective governance. The Governance Committee identifies and recommends the nomination of qualified directors to the Board of Directors as well as develops and recommends governance principles for the Company.  The Governance Committee is primarily responsible for, among other things:

  • Overseeing the search for qualified individuals to serve on the Board;
  • Recommending to the Board those director nominees who, in the Committee's opinion, the full Board should recommend for shareholder approval at the annual meeting or for election;
  • Assisting the Board in evaluating the continued suitability and effectiveness of incumbent director candidates, both individually and as a group;
  • Overseeing the administration of the Board, including reviewing and recommending the appointment of directors to committees of the Board and monitoring and reviewing the functions of the committees;
  • Developing, approving and reviewing the Company's Corporate Governance Guidelines;
  • Recommending the organization and structure of the Board; overseeing and reviewing annually the structure and effectiveness of the Board's committee system; and
  • Performing any other duties assigned to it by the Board.

The Risk Committee is currently composed of four members, Messrs. Shor (who chairs the Committee), Campion, Corey and Getz, all of whom are independent under the definitions and interpretations of NASDAQ.  Under the Risk Committee charter, adopted by the Board of Directors, the Risk Committee is primarily responsible for, among other matters:

  • Reviewing and approving the Company’s risk governance framework;
  • Setting the tone and developing a culture within the Company regarding risk;
  • Reviewing the strategic and operating risks identified by management, designating some or all of those risks to be subject to the Committee’s oversight;
  • Reviewing periodic reports from management on the metrics used to measure, monitor and manage risks;
  • Reviewing the independence, authority and effectiveness of the risk management function, including staffing levels and qualifications; and
  • Approving the appointment of the CEO’s designated Risk Officer.
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