Nominating and Corporate Governance Committee

Purpose

The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) to assist the Board by:

identifying qualified candidates for membership on the Board,
proposing a slate of directors for election by the stockholders at each annual meeting,
proposing to the Board candidates to fill vacancies,
considering and making recommendations to the Board concerning the appropriate size, functions and policies of the Board,
recommending to the Board the structure, size, membership and functions of the various committees of the Board,
recommending to the Board corporate governance principles and practices for the Company,
assessing the independence of Board members,
reviewing with management the Company’s environmental, social and governance (“ESG”) goals, policies and practices and the risks and stakeholder expectations related thereto (except to the extent assigned to another committee), and
overseeing risks associated with Board organization, membership and structure.

The Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board. The Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Committee Membership

The Committee will be comprised of at least three directors who shall meet the independence requirements established by the New York Stock Exchange, as such requirements are interpreted by the Board in its business judgment. In particular, in determining whether a director is eligible to serve on the Committee, the Board must also consider all factors specifically relevant to determining whether the director has a relationship to the Company that is material to the director’s ability to be independent from management in connection with the duties of a Committee member or that would impair the director’s ability to make independent judgments. The members of the Committee will be appointed and replaced by the Board.

Committee Operations

The Committee will meet as frequently as necessary to fulfill its responsibilities under this Charter. A majority of the members of the Committee shall constitute a quorum for transacting business at a meeting of the Committee. The act of a majority of Committee members present at a Committee meeting at which a quorum is in attendance shall be the act of the Committee, unless a greater number is required by law, the Company’s Certificate of Incorporation or its By-Laws. Any Committee member may be excused from a meeting to permit the remaining members of the Committee to act on any matter in which such member’s participation is not appropriate, and such member’s absence will not destroy the quorum for the meeting. The Committee may act by unanimous written consent.

The Committee may delegate its responsibilities to subcommittees comprised of one or more Committee members or to selected members of management, subject to the requirements of applicable laws, regulations and listing standards.

Committee Authority and Responsibilities

Nominating Function

The Committee will consider the appropriate skills and characteristics required of Board members, including background, board skill needs, diversity and business experience. In identifying candidates qualified to become members of the Board, the Committee shall request that any search firm it engages to support the work include diverse candidates in the initial pool presented to the Committee.
The Committee will review whether potential Board members, including those nominated by stockholders, meet the Board’s membership criteria and will recommend qualified candidates to the Board.
The Committee will have the sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms.
The Committee will approve a process related to individual director evaluations. The Board Chair or Lead Director (if any) will, in connection with the Board performance evaluation (described below), coordinate the process and share the results with the Committee Chair, or, at the Board Chair’s or Lead Director’s (if any) request, the Committee Chair will coordinate the process. The results of the evaluation will be taken into consideration in connection with re-nomination decisions each year.
The Committee will review and make recommendations to the Board on the independence of Board members and candidates.
The Committee will review the resignations of directors who change the responsibility they held when they were elected to the Board, considering the continued appropriateness of Board membership under the circumstances, and determine whether or not to accept such resignations.

Governance Function

The Committee will review and recommend to the Board corporate governance principles and guidelines for the Company. Among other things, the Committee’s review will address the size, functions and policies of the Board, as well as the structure, size, membership and functions of the various committees of the Board. The Committee will review and reassess the adequacy of the corporate governance principles and guidelines on an annual basis and recommend any proposed changes to the Board for approval.
The Committee will review and recommend to the Board proposed changes to the Company’s Certificate of Incorporation and By-laws.
The Committee will review and recommend to the Board positions on ESG-related matters to be submitted to a vote of stockholders.
The Committee will approve a process for an annual self-evaluation by the directors of the Board’s performance. The Board Chair or Lead Director (if any) or, at the Board Chair’s or Lead Director’s (if any) request, the Committee Chair, will coordinate the process. The results of the self-evaluation will be discussed with the full Board on an annual basis.
The Committee will regularly review ESG-related issues of significance to the Company and oversee and review reports from management on ESG-related risks (except to the extent assigned to another committee for review). The Committee will also review material citizenship reports published by the Company.
The Committee will periodically meet with management to review internal and external factors and relationships affecting the Company’s and its industry’s reputation.

General

The Committee will make regular reports to the Board.
The Committee may request any officer or employee of the Company, or any representative of the Company’s internal or outside legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of the Committee.
The Committee will annually review and evaluate its own performance.