
Corporate Committees
Committees and Membership
Lisa A. Payne, chairperson | Alice L. Jolla | Pam Murphy | Donald R. Parfet. | Robert W. Soderbery
All members of the Audit Committee are independent directors who meet the independence and accounting or related financial management expertise standards and requirements of the NYSE and the SEC. The Audit Committee assists the Board in overseeing:
- Accounting and financial reporting processes
- Internal control and disclosure control systems
- Integrity and audits of financial statements
- Compliance with legal and regulatory requirements
- Qualifications and independence of our independent auditors
- Performance of internal audit function and independent auditors
The Committee’s duties and responsibilities are set forth in the Audit Committee Charter, which include: appointment of independent auditors, subject to shareowner approval; approval of all audit, audit-related and permitted non-audit fees and services of the independent auditors; review with the independent auditors and management of the annual audited and quarterly financial statements; discussion periodically with management of quarterly earnings releases; and review with the independent auditors and management of the quality and adequacy of internal controls.
Patricia A. Watson, chairperson | Steven R. Kalmanson. | Lisa A. Payne | Thomas W. Rosamilia
All members of the Committee are independent directors as defined by the NYSE and are not eligible to participate in any of the plans or programs administered by the Committee, except the 2020 Long-Term Incentives Plan.
The principal functions of the Compensation and Talent Management Committee are:
- Evaluate the performance of our senior executives and review management succession and development plans
- Review the design and competitiveness of our compensation plans
- Review and approve salaries and other compensation of officers, and review the salary plan for other executives who are direct reports to the Chief Executive Officer
- Oversee succession and development plans for senior management
- Review and discuss with management strategies and initiatives relating to talent management and employee engagement
- Review and approve corporate goals, and objectives
- Administer our incentive, deferred compensation, and long-term incentives plans
- Determine salaries, incentive compensation, and long-term incentive awards for all officers
William P. Gipson, chairperson | Alice L. Jolla | Steven R. Kalmanson | Donald R. Parfet
All members of the Committee are independent directors as defined by the NYSE. The principal functions of the Board Composition and Corporate Governance Committee are:
- Consider and recommend to the Board qualified candidates for election as directors of the Corporation
- Consider matters of corporate governance
- Administer the Corporation’s Related Person Transactions Policy
- Annually assess and report to the Board on the performance of the Board of Directors as a whole and of the individual directors
- Recommend to the Board the members of the Committees of the Board and the terms of our Guidelines on Corporate Governance
- Conduct annual review of director compensation
- Define skills and attributes used in the evaluation for CEO succession planning and recruitment
- Review and assess the Corporation's policies and practices with respect to its corporate responsibilities, including diversity and inclusion, company culture, environmental responsibility, employee health and safety, community engagement, and societal matters
The Committee will consider candidates for director recommended by shareowners. Shareowners wishing to recommend candidates can do so by following the procedures set forth in our latest proxy statement or by-laws. The Committee will evaluate properly submitted shareowner recommendations under substantially the same criteria and in substantially the same manner as other potential candidates.
Thomas W. Rosamilia, chairperson | William P. Gipson | Pam Murphy |
The Committee is composed of independent directors. The Committee reviews and provides oversight to innovation and technology matters and risks as well as our policies and practices in the following areas:
- Product integrity and safety
- Technical talent management
- Customer messaging and marketing of our technologies
- Intellectual property strategy
Shareowners may communicate with the Board directly. For clarification regarding our standards of business conduct or to report violations, contact the ombudsman.