Page 9 - Proxy Statement - 2020
P. 9

Board Composition
          We seek to include a diverse group of Directors on our Board to provide different perspectives to the Board’s oversight responsibilities.
          Our Board nominees demonstrate diversity in the form of experience, geography, gender, ethnicity, age and tenure. We were
          recognized in 2019, 2017 and 2015 at the Women’s Forum of New York at its Biennial Breakfast of Corporate Champions for our
          Board diversity. We were also recognized by 2020 Women on Boards as a Winning ‘W’ Company for eight consecutive years for
          championing board diversity.



                          30%           Women represent 30% of our Board nominees


                          40%           40% of our Board nominees bring diversity in gender or ethnicity



                       <7 years         The average tenure of our Board nominees is less than 7 years

            Our Board refreshment has resulted in a decrease of the Board’s average tenure, with a greater mix of Directors with long-term
            knowledge of the Company, its strategy, opportunities and challenges and those with new perspectives

                                                     DIRECTOR NOMINEES
                              INDEPENDENCE                                GENDER


                                               BOARD                                    BOARD
                                90%            MEMBERS                    30%           MEMBERS
                                               ARE
                                                                                        ARE
                                               INDEPENDENT                              WOMEN




                              CEO EXPERIENCE                              DIVERSITY


                                               CURRENT OR                               BOARD
                                50%            FORMER PUBLIC              40%           MEMBERS
                                                                                        ARE WOMEN
                                               COMPANY
                                               CEO                                      OR MINORITIES






                                Tenure - Average 6.8 Years              Age - Average 64.4 Years




                                                                        4
                                3     3                                               3
                                                 2     2                                     2
                                                                               1
                                           0
                               < 1   2 - 6  7 - 10  11 - 14  >  15    56 - 60  61 - 65  66 - 70  > 70
                                                       Independent  Insider

           Board Attendance
          In 2019, during their terms of service, all directors attended 100% of the total Board and committee meetings to which they were assigned.
          All directors then in office attended the May 2019 Annual Meeting, and all directors expect to attend the 2020 Annual Meeting.




                                                                                                   2020 PROXY STATEMENT  5
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