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The Corporate Governance Committee
The Corporate Governance Committee
has the
following primary duties and responsibilities: (i)
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 19); (ii)
recommending to the Board, Directors to serve on
committees of the Board; (iii) advising the Board with
respect to matters of Board composition and
procedures; (iv) developing and recommending to the
Board a set of corporate governance principles
applicable to the Company; (v) monitoring compliance
with the Company’s political participation program; and
(vi) overseeing the evaluation of the Board and the
Company’s management and succession planning. 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 three times
during 2014.
The Compensation Committee
The responsibilities of the Compensation Committee
include the following: (i) to review, at least annually, the
goals and objectives of the Company’s executive
compensation plans; (ii) to evaluate annually the
performance of the CEO with respect to such goals and
objectives; (iii) to determine the CEO’s compensation
level based on this evaluation; (iv) to evaluate annually
the performance of the other executive officers of the
Company in light of such goals and objectives, and set
their compensation levels based on this evaluation and
the recommendation of the CEO; (v) to review the
Company’s incentive compensation programs to
determine whether they encourage excessive risk
taking, and evaluate compensation policies and
practices that could mitigate any such risk; and (vi) to
review the Company’s general compensation and
benefit plans with respect to the goals and objectives of
these plans. The Compensation Committee also
reviews and approves compensation levels, equity-
linked incentive compensation, and annual incentive
awards, sometimes referred to as non-equity incentives,
under the Company’s Management Incentive Plan
(“MIP”) for all executive officers including those who are
members of the Board.
With respect to Non-employee Director compensation,
the Compensation Committee recommends to the
Board a policy regarding Non-employee Director
compensation and has recommended to the Board
Non-employee Director compensation consistent with
such policy. The Board makes final determinations
regarding Non-employee Director compensation.
The Compensation Committee retains a nationally
recognized compensation consultant, Mercer LLC (the
“Consultant”), to assist and advise the Compensation
Committee in its deliberations regarding executive
compensation. The Consultant works with the
Compensation Committee in the review of executive
compensation practices, including the competitiveness
of pay levels, design issues, market trends, and other
technical considerations.
The Consultant typically assists in the following areas:
providing comparative company performance to
determine CEO pay;
providing an evaluation of the competitiveness
of the Company’s executive compensation and
benefit programs;
reviewing plan
design
issues
and
recommending potential
improvement
opportunities;
apprising the Compensation Committee of
trends and developments in the marketplace;
assessing the relationship between executive
pay and performance;
assessing proposed performance goals and
ranges for incentive plans;
providing comparative company data to
determine NEO compensation;
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 $246,926 in 2014.
Management retained affiliated companies of the
Consultant to provide additional services not pertaining
to executive compensation during 2014, and approved
payments totaling $5,223,957 for those services. These
payments principally consisted of broker commissions
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