Committees

Executive Committee Audit Committee Compensation Committee Governance Committee
Outside Director
Martin I. Cole   X   X
Kathleen A. Cote     X X
Henry T. DeNero X Chair    
Michael D. Lambert     Chair  
Len J. Lauer     X Chair
Matthew E. Massengill X      
Paula A. Price X    
Management Director
Stephen D. Milligan Chair      

Executive Committee

Between meetings of the Board, the Executive Committee may exercise all of the powers of the Board (except those powers expressly reserved by applicable law to the Board) in the management and direction of the business and conduct of the affairs of the Company, subject to any specific directions given by the Board.

Executive Committee Charter

Stephen D. Milligan

Committee Chair
Director since 2013

Henry T. DeNero

Director since 2000

Matthew E. Massengill

Director since 2000

Audit Committee

The Audit Committee assists the Board in discharging its oversight responsibilities relating to: the accounting, reporting and financial practices of the Company and its subsidiaries, including the integrity of the Company’s financial statements; compliance with legal and regulatory requirements and risk assessment; the appointment, compensation, retention, qualification, performance and independence of the Company’s independent accountants; and the performance of the Company’s internal audit function. The Audit Committee is also responsible for preparing an annual report of the Audit Committee for inclusion in the Company’s proxy statement.

Audit Committee Charter

 Henry T. DeNero

Committee Chair
Director since 2000

Martin I. Cole

Director since 2014

Paula A. Price

Director since 2014

Compensation Committee

The Compensation Committee assists the Board and the Company’s management in defining the Company’s executive compensation policy and in carrying out various responsibilities relating to compensation of the Company’s executive officers and directors, including: evaluating and approving compensation to the Chief Executive Officer and evaluating and recommending to the Board compensation to all other executive officers; reviewing and recommending to the Board compensation to non-employee directors; and overseeing the development and administration of the Company’s equity compensation and benefit plans. The Compensation Committee is also responsible for preparing an annual report on executive compensation for inclusion in the Company’s proxy statement.

Compensation Committee Charter

Michael D. Lambert

Committee Chair
Director since 2002

Len J. Lauer

Director since 2010

Kathleen A. Cote

Director since 2001

Governance Committee

The Governance Committee advises the Board with respect to matters relating to the composition of the Board, corporate governance and performance of the Chief Executive Officer. Among other things, the Board (i) identifies individuals qualified to become Board members and, consistent with criteria reviewed by the Governance Committee and approved by the Board, recommends to the Board nominees for director for approval at the next annual meeting of stockholders, including any incumbent directors, (ii) develops and recommends to the Board a set of corporate governance principles applicable to the Company, and (iii) oversees the evaluation of the Board and the Chief Executive Officer.

Governance Committee Charter

Len J. Lauer

Committee Chair
Director since 2010

Kathleen A. Cote

Director since 2001

Martin I. Cole

Director since 2014