Selection of Director Candidates
The Corporate Governance and Nominating Committee reviews the skills and characteristics of Director
candidates, including their independence, integrity, judgment, areas of business expertise, availability for service, and diversity (including, but not limited to, diversity of gender, race, ethnicity, nationality, and sexual orientation and such
other factors as it deems appropriate). The Company values diversity and respect within the Board, and affirms its policy of non-discrimination based on race, color, religion, creed, national origin, sex, age, marital status, sexual orientation,
pregnancy, genetic information, gender identity, disability, citizenship, veteran status, or other legally protected characteristics. Director candidates are also evaluated in light of their service on other boards, as well as considerations
relating to the size, structure, and needs of the Board.
The Corporate Governance and Nominating Committee has the authority under its charter to hire advisors to
assist it in its decisions. The Corporate Governance and Nominating Committee identifies Director candidates through a variety of means, including: (i) professional search firms, (ii) recommendations from members of the Board, (iii) suggestions
from senior management, and (iv) submissions by the Company’s stockholders.
When using a professional search firm, the Corporate Governance and Nominating Committee directs the firm to
include in each Director search qualified candidates who reflect diverse backgrounds, including, but not limited to, diversity of gender, race, ethnicity, nationality, and sexual orientation. The firm assists in developing criteria for potential
Board members to complement the Board’s existing strengths. Based on such criteria, the firm is directed to provide for review and consideration a diverse slate of candidates, including, but not limited to, diverse candidates with respect to
gender, race, ethnicity, nationality, and sexual orientation. After consulting with the Corporate Governance and Nominating Committee, the firm further screens and interviews candidates as directed to determine their qualifications, interest and
any potential conflicts of interest and provides its results to the Committee.
The Corporate Governance and Nominating Committee also considers candidates recommended by stockholders. There
are no differences in the manner in which the Corporate Governance and Nominating Committee evaluates candidates recommended by stockholders versus those recommended through other means. The Corporate Governance and Nominating Committee makes an
initial determination as to whether a particular candidate meets the Company’s criteria for Board membership, and then further considers candidates that meet such criteria.
Stockholder recommendations for candidates, accompanied by biographical material for evaluation, may be sent
to the Vice President and Corporate Secretary of the Company. Each recommendation should include information as to the qualifications of the candidate and should be accompanied by a written statement (presented to the Vice President and Corporate
Secretary of the Company) from the suggested candidate to the effect that the candidate is willing to serve.
Director Compensation Consultant
The Corporate Governance and Nominating Committee has retained Mercer, a wholly-owned subsidiary of Marsh
McLennan Companies, Inc., to periodically provide information, analyses, and objective advice regarding Director compensation. The Corporate Governance and Nominating Committee directs Mercer to: (i) assist it by providing competitive
market information on the design of the Director compensation program; (ii) advise it on the design of the Director compensation program and also provide advice on the administration of the program; and (iii) brief it on Director compensation
trends among the Company’s compensation peer group and broader industry. Mercer reviewed Director compensation in February 2024. The Board members, including the Chief Executive Officer, consider the recommendations of the Corporate Governance
and Nominating Committee. The decisions may reflect factors and considerations in addition to the information and advice provided by Mercer.
Executive Compensation Consultant
The Compensation Committee has the authority under its charter to engage the services of outside advisors,
experts, and others to assist it. The Compensation Committee engages Mercer to provide information, analyses, and objective advice regarding our executive compensation program. The Compensation Committee directs Mercer to: (i) assist with the
