Corporate Governance Fact Sheet
| DIRECTOR INDEPENDENCE | |
|---|---|
| Number of Independent Directors (out of 13 total directors) | 12 |
| Independent Chair of the Board | Yes |
| Mandatory Retirement Age | $80 |
| DIRECTOR ELECTIONS | |
|---|---|
| Annual Board Elections | Yes |
| Directors Elected by Majority of Votes Cast in Uncontested Election | Yes |
| BOARD MEETINGS | |
|---|---|
| Number of Board Meetings Held in 2022 | 7 |
| Independent Directors Hold Meetings Without Management Present | Yes |
| BOARD COMMITTEES | |
|---|---|
| Independent Audit and Finance Committee | Yes |
| Number of Audit and Finance Committee Financial Experts | 4 |
| Independent Human Resource and Compensation Committee | Yes |
| Independent Corporate Governance and Ethics Committee | Yes |
| PUBLISHED GOVERNANCE POLICIES AND PRACTICES | |
|---|---|
| Corporate Governance Guidelines Approved by the Board | Yes |
| Code of Conduct | Yes |
| Board Committees | Yes |
| Chair of the Board and Independent Lead Director Position Descriptions | Yes |
| EVALUATING AND IMPROVING BOARD PERFORMANCE | |
|---|---|
| Annual Board Self-Evaluation Required | Yes |
| Annual Review of Independence of Board | Yes |
| Key Committee Self Evaluations Required | Yes |
| Board Orientation/Education Programs | Yes |
| ALIGNING DIRECTOR AND STOCKHOLDER INTERESTS | |
|---|---|
| Director and Executive Stock Ownership Guidelines | Yes |
| Annual Equity Grant to Non-Employee Directors | Yes |