Governance

EMPHASIS ON STRONG CORPORATE GOVERNANCE

  • Annual election of directors and designation of lead independent director
  • Majority voting standard for election of directors (with a director resignation policy)
  • Regular executive sessions of independent directors
  • Annual board and committee self-evaluations, assisted by outside counsel
  • Stockholder ability to amend bylaws
  • No stockholder rights plan without stockholder approval or ratification
  • Stock ownership guidelines for executive officers
  • Stock ownership for directors
  • Anti-hedging and anti-pledging policies
  • Code of business conduct and ethics for employees and directors

We are committed to diversity and recognize the benefits of having a diverse board of directors. In 2017, our board of directors resolved to strengthen its commitment to diversity by seeking to identify one or more qualified female candidates for appointment to the board and, in March 2018, our board of directors unanimously appointed Michelle S. Dilley to the board. Women and minorities currently represent 25% of our board of directors. Additionally, our board of directors has increased its focus on adding a second woman to the board and has started an initiative, led by the nominating and corporate governance committee, to determine the needed skill set and experience for an additional director and identify qualified nominees with a focus on identifying female candidates.