Governance Documents & Fact Sheet

Corporate Governance
Fact Sheet

Size of Board 10
Annual Review of Independence of Board Yes
Separate Chairman and CEO Yes
Independent Directors1 8
Independent Chairman No
Independent Lead Director Yes
Percentage of Women Directors2 50%
Percentage of Racially/Ethnically Diverse Directors3 20%
Shareholder Rights to Call Special Meetings Yes
Annual Advisory Say-on-Pay Vote Yes
Board Oversight of ESG Matters Yes
Charters for Board Committees Yes
Independent Audit Committee Yes
Number of Financial Experts on Audit Committee 2
Independent Nominating and Corporate Governance Committee Yes
Independent Compensation Committee Yes
Independent Compensation Consultant Yes
Regular Executive Sessions of Independent Directors Yes
Majority Voting Requirement for Director in Uncontested Elections Yes
Annual Board and Committee Evaluations Yes
Director Stock Ownership and Holding Requirements Yes
Executive Stock Ownership and Holding Requirements Yes
Corporate Governance Guidelines Approved by Board Yes
Global Code of Business Conduct Yes
Code of Business Conduct for Members of the Board of Directors Yes
Board Orientation and Education Program Yes
Proxy Access Yes

1Under the corporate governance listing standards of the NYSE for board of director independence, the board of directors of the Company has undertaken a review of its composition and affirmatively determined the director to be independent and without a material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

2Gender data is self-reported by Directors.

3Race/Ethnicity data is self-reported by Directors.