The purpose of the Nominating and Corporate Governance Committee is to
- Identify individuals qualified to become Board members;
- Recommend the persons to be nominated by the Board for election as directors;
- Recommend to the Board the directors to be appointed to each committee of the Board;
- Develop and recommend to the Board a set of corporate governance principles applicable to the Company;
- Oversee the evaluation of the Board; and
- Oversee management succession planning.
Number. The Nominating and Corporate Governance Committee shall consist of such number of directors as the Board shall from time to time determine.
Independence. Except as otherwise permitted by the applicable rules of NASDAQ, each member of the Nominating and Corporate Governance Committee shall be "independent" as defined by such rules.
Chair. Unless the Board elects a Chair of the Nominating and Corporate Governance Committee, the Committee shall elect a Chair by majority vote.
Compensation. The compensation of Nominating and Corporate Governance Committee members shall be as determined by the Board.
- Selection and Removal. Members of the Nominating and Corporate Governance Committee shall be appointed by the Board, upon the recommendation of the Committee. The Board may remove members of the Nominating and Corporate Governance Committee from such Committee, with or without cause.
Board and Committee Membership
- Selection of Director Nominees. . Except where the Company is legally required by contract or otherwise to provide third parties with the right to nominate directors, the Nominating and Corporate Governance Committee shall be responsible for (i) identifying individuals qualified to become Board members and (ii) recommending to the Board the persons to be nominated by the Board for election as directors at the annual meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board. In making such recommendations, the Committee shall consider candidates proposed by stockholders. The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates.
- Criteria for Selecting Directors. The Board’s criteria for selecting directors are as set forth in the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee shall use such criteria and the principles set forth in such Guidelines to guide its director selection process. The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole. The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by stockholders.
Search Firms.The Nominating and Corporate Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director nominees, including sole authority to approve the search firm’s fees and other retention terms. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee.
- Selection of Committee Members and Chairs. The Nominating and Corporate Governance Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board and the chairs of each committee.
- Retirement. The Nominating and Corporate Governance Committee may review exceptions to the Company's Director retirement policy and make recommendations to the Board.
- Corporate Governance Guidelines. The Nominating and Corporate Governance Committee shall develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board for approval
- Evaluation of the Board The Nominating and Corporate Governance Committee shall be responsible for overseeing an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare assessments of the Board's performance, to be discussed with the Board.
Succession of Senior Executives. The Nominating and Corporate Governance Committee shall oversee the Company’s management succession planning process. The Nominating and Corporate Governance Committee shall present an annual report to the Board on succession planning, which shall include transitional leadership in the event of an unplanned vacancy. The Nominating and Corporate Governance Committee shall identify and periodically review and reassess the qualities and characteristics necessary for an effective Chief Executive Officer and Chief Financial Officer. With these principles in mind, the Nominating and Corporate Governance Committee should periodically monitor and review the development and progression of potential internal candidates against these standards.
- Additional Duties. The Nominating and Corporate Governance Committee shall have such other duties as may be delegated from time to time by the Board.
Meetings. The Nominating and Corporate Governance Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate.
Subcommittees. The Nominating and Corporate Governance Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances.
Reports to the Board. The Nominating and Corporate Governance Committee shall report regularly to the Board.
Charter. The Nominating and Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
Independent Advisors.The Nominating and Corporate Governance Committee shall have independent authority to engage such legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such advisors may be the regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.
- Investigations. The Nominating and Corporate Governance Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.
Revised: May 31, 2017
Mr. Steve Odland has been president and chief executive officer of the Committee for Economic Development, a non-profit, public policy organization, since 2013. Prior to that he was an adjunct professor in the graduate school of business at Lynn University and at Florida Atlantic University from 2011 to 2012. Mr. Odland served as chairman and chief executive officer of Office Depot, Inc. from 2005 until 2010. From 2001 to 2005 he was chairman and chief executive officer of AutoZone, Inc. From 1998 to 2000 he served as an executive with Ahold U.S.A., an international food retailer. He was president of the Foodservice Division of Sara Lee Bakery from 1997 to 1998, and was employed by The Quaker Oats Company from 1981 to 1996. Mr. Odland has served on the board of General Mills, Inc. since 2004, where he is a member of the Corporate Governance and Compensation Committees. He also serves as a trustee of the Conference Board, a global, independent business membership and research association working to provide the world’s leading organizations with the practical knowledge they need to improve their performance and better serve society.
Dr. Bernard C. Bailey has been chief executive officer and chairman of the board of Authentix, Inc., a global leader in authentication and provider of brand protection, excise tax recovery, and supply chain security solutions to governments and Fortune 500 companies, since 2012. From 2006 until 2012, Dr. Bailey served as president of Paraquis Solutions, LLC, a consulting firm to companies in the defense and security industries focused on strategy, change transformation, mergers and acquisitions, and corporate governance. From 2002 to 2006, Dr. Bailey was president and chief executive officer of L-1 Identity Solutions, Inc. (previously Viisage Technology, Inc.), a developer of advanced technology identity solutions for governments, law enforcement agencies, and corporations. Dr. Bailey previously served as chief operating officer of Art Technology Group, a developer and marketer of e-commerce software solutions, and in various executive positions during a seventeen-year career at IBM Corporation. Dr. Bailey also serves as a director for the Telos Corporation. He has previously served on the boards of directors of the following publicly traded companies: Lasercard Corporation, EF Johnson Technologies, Inc., Spectrum Control Inc., Identive Group Inc., and Point Blank Solutions, Inc.
Dr. Michael T. Modic is the chief clinical transformation officer for the Cleveland Clinic Health System, a position he has held since January of 2015. He has also chaired the Capital Review Committee of the Cleveland Clinic since 1995. He previously served in a number of key roles at the Cleveland Clinic, including the chairman of the Neurological Institute from 2006 through 2015, chairman of the Division of Radiology from 1989 through 2005, and as a member of the Board of Governors from 2000 to 2005. He is currently a professor of radiology, Cleveland Clinic Lerner College of Medicine at Case Western Reserve University. He was previously a professor of radiology at The Ohio State University College of Medicine and Public Health and professor of radiology and neurosurgery at Case Western Reserve University School of Medicine. Dr. Modic has served on the editorial boards of the journals Radiology, American Journal of Neuroradiology, Magnetic Resonance in Medicine, and Magnetic Resonance Imaging.