Size of Board |
11 |
Diverse Board (encompassing Gender, Ethnicity, Experience and Skills) |
Yes |
Number of Independent Directors |
10 |
Number of Board Meetings Held in Fiscal 2021 |
4 |
75% Meeting Attendance in Fiscal 2022 by Incumbent Directors Standing for Election in 2023 |
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 |
Yes, 4 |
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 |