27 / 72
conducting compensation training sessions for
the Compensation Committee; and
determining the compensation of Non-
employee Directors.
Fees paid to the Consultant for executive compensation
consulting services totaled $260,436 in 2015.
Management retained affiliated companies of the
Consultant to provide additional services not pertaining
to executive compensation during 2015, and approved
payments totaling $9,566,203 for those services. These
payments consisted of broker commissions for
insurance sales by the affiliated companies. As reported
by the Consultant to the Compensation Committee,
these payments represented less than .08% of the
Consultant’s employer’s annual revenue. The
Compensation Committee has assessed the
independence of the Consultant pursuant to SEC rules
and concluded that no conflict of interest exists that
would prevent the Consultant from independently
representing the Compensation Committee.
Additional information regarding the Company’s
processes and procedures for the consideration and
determination of executive compensation can be found
in the CD&A below.
The current members of the Compensation Committee
are Robert B. Johnson (Chairman), Joseph L.
Moskowitz, and Douglas W. Johnson. All members of
the Compensation Committee are “outside” Directors as
defined by Section 162(m), “Non-employee Directors”
within the meaning of Rule 16b-3 under the Exchange
Act, and independent Directors under the applicable
NYSE listing standards. The Compensation Committee
operates under a written charter adopted by the Board
of Directors. The Compensation Committee met eight
times in 2015.
The Corporate Development (formerly Acquisition) Committee
The Acquisition Committee of the Board of Directors
reviewed acquisition strategies with the Company's
management, investigated acquisition candidates on
behalf of the Company, and recommended acquisition
strategies and candidates to the Company's Board, as
appropriate. In February 2016, the Acquisition
Committee was reformed as the Corporate
Development Committee, which has the responsibility of
reviewing the Company’s corporate and strategic
organization development to identify, evaluate and
execute on appropriate organic and inorganic
opportunities that could enhance the Company’s long-
term growth and build shareholder value. The
Committee operates under a written charter adopted by
the Board of Directors and is currently composed of W.
Paul Bowers (Chairman), Elizabeth J. Hudson, Charles
B. Knapp, and Joseph L. Moskowitz. The Committee
met once during 2015.
The Corporate Governance Committee
The Corporate Governance Committee
has the
following primary duties and responsibilities:
selecting individuals qualified to serve as
Directors of the Company to be nominated to
stand for election to the Board of Directors (as
discussed in the “Director Nominating Process”
section beginning on page 15);
recommending to the Board, Directors to serve
on committees of the Board;
advising the Board with respect to matters of
Board structure, composition and procedures;
developing and recommending to the Board a
set of corporate governance principles
applicable to the Company;
monitoring compliance with the Company’s
political participation program;
overseeing the evaluation of the Board; and
reviewing the Company’s management and
succession planning
to
ensure that appropriate
succession plans are in place.
The Corporate Governance Committee of the Board of
Directors is composed of Barbara K. Rimer, DrPH
(Chair), Robert B. Johnson, and Melvin T. Stith. All
Corporate Governance Committee members qualify as
“outside” Directors as defined by Section 162(m), “Non-
employee Directors” within the meaning of Rule 16b-3
under the Exchange Act, and independent Directors
under the NYSE listing standards. The Corporate
Governance Committee operates under a written
charter adopted by the Board of Directors. The
Corporate Governance Committee met four times
during 2015.
20