Overview & Summary

• Audit Committee: Six Independent Directors; members satisfy NYSE ‘’financial literacy’’ and ‘’financial expertise’’ standards; written charter; controls ‘’non-audit services.’’
• Compensation and Management Succession Committee: Six Independent Directors; written charter; sets salary and bonus for Executive Officers, including CEO; monitors succession plan for Executive Officers, including CEO.
• Nominating and Corporate Governance Committee: Five Independent Directors; written charter; identifies Director candidates; governance function, including peer review.

Audit Committee

• Six Independent Directors: Samuel H. Armacost (Chair and Designated ‘’Financial Expert’’); Ronald S. Beard; Russell L. Fleischer; John F. Lundgren; Adebayo O. Ogunlesi; and Anthony S. Thornley.
• All certified by the Board to meet the ‘financial literacy’ and ‘financial expertise’ requirements of the NYSE.
• Written Charter.
• Controls hiring and firing of independent auditors; receives reports from internal audit function; monitors corporate legal compliance practices.
• Audit Committee approves any non-audit services provided by independent auditors.
• Meets at least quarterly.

Compensation & Management Succession Committee

• Six Independent Directors: John F. Lundgren, Chair; Samuel H. Armacost; Ronald S. Beard; John C. Cushman, III; Laura J. Flanagan and Linda B. Segre.
• Written Charter.
• Responsible for setting and administering annual salary and bonus compensation of the Executive Officers, and monitoring the preparation and adequacy of succession plans for Executive Officer positions.
• Meets at least quarterly.  

Nominating & Corporate Governance Committee

• Five Independent Directors: Adebayo O. Ogunlesi, Chair; John C. Cushman, III; Ronald S. Beard; Linda B Segre; and Anthony S. Thornley. 
• Written Charter.
• Responsible for identifying and proposing directors.
• Responsible for governance matters, including director education, performance reviews, etc.
• Meets as needed.

Committee Composition