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Governance Fact Sheet

Item
Size of Board 12
Diverse Board (encompassing Gender, Ethnicity, Experience and Skills) Yes
Number of Independent Directors 11
Number of Board Meetings Held in Fiscal 2020 4
Director Attendance at 75% of Board and Committee Meetings in Fiscal 2020 Yes
Independent Directors Hold Executive Sessions Without Management Present Yes
Separate Chairman and CEO No
Director Retirement Standard Yes (75)
Independent Lead Director Yes
Annual Review of Board Independence Yes
Annual Board Self-Evaluation Yes
Annual Committee Self-Evaluations Yes
Board-Approved Corporate Governance Guidelines Yes
Standards of Business Conduct/Ethics Policy Yes
Charters for Board Committees Yes
Committee Members Are All Independent Yes
Financial Experts on Audit Committee 6 (all)
Board Orientation and Education Program Yes
Compensation Consultant Independence Policy Yes
Annual Election of All Directors Yes
Majority Vote for Election of Directors in Uncontested Elections Yes
Single Class of Voting Securities Yes
Annual Equity Grant to Non-Employee Directors Yes
Director Stock Ownership Policy Yes
Executive Stock Ownership Policy Yes
Stockholder-Approved Rights Agreement (Pill) Yes
Double Trigger Vesting in Change in Control Required for Unvested Employee Equity Awards Yes
Policy for the Retention of Independent Auditors Yes
Annual “Say on Pay” Advisory Vote on Executive Compensation Yes
Executive Compensation Clawback Policy Yes
Anti-Hedging Policy for All Employees and Directors Yes
Investor Stewardship Group Principles Alignment Yes
Related Party Transactions (per Regulation S-K Item 404(a)) None

Data is current as of April 2021