Page 8 - Proxy Statement - 2020

Corporate Governance Highlights:
Creating Sustainable Long-Term Shareholder Value

Recent Updates
• Directors elected annually to serve one-year terms
• Elimination of excise tax gross-up, walk-right and value of perquisites in the severance calculation in Employment
Protection Agreements
• Elimination of single-trigger vesting in equity award agreements for grants beginning in 2019

• Adoption of Stock Ownership Guidelines
• Adoption of Hedging and Pledging Policy
• Adoption of Clawback Policy

• Our shareholders have the ability to nominate director candidates and have those nominees included in our proxy statement,
subject to meeting the requirements in our Bylaws, a shareholder right known as proxy access

Board of Directors

• Lead Independent Director who is a former public company CEO
• 10 current Directors; 9 or 90% are independent
• Key committee Chairs are independent, consisting of independent Chairs of the Audit Committee, Management
Development and Compensation Committee, and Nominating and Corporate Governance Committee
• Executive sessions of non-management Directors at each regularly-scheduled meeting
• All Directors attended 100% of all Board and committee meetings during their term of service in 2019

• 90% of our Board has experience on other public company boards and 60% are current or former public company CEOs
• Code of Ethical Business Conduct and ethics program reports to a Board Committee

• Annual Board and individual performance evaluations are conducted, including Director peer review
• Risk oversight by full Board and Committees
• Chair/CEO is the only Board member who is currently also management

• Only one member of our 10-member Board of Directors standing for reelection is currently or formerly management
of the Company

Shareholder Interest

• Majority voting standard for uncontested Director elections
• No shareholder rights plan
• Annual advisory vote to ratify independent auditor

• Annual advisory vote to approve executive compensation
• Longstanding active shareholder engagement
• We publish annually a Sustainability Report that discusses our commitment to our shareholders, employees and the
communities that we serve.
• We also created a new position to better focus on these important issues
• Our Board committees review the Company’s accomplishments with regard to sustainability
• No shares with enhanced voting rights

4 2020 PROXY STATEMENT