committees-at-a-glance

Investor Relations Page Title

investor relations

Q3 2014 Earnings Call
November 5, 2014
9:00 AM ET

Dial-in number(s):
U.S. and Canada:
(888) 893-0989
International:
(706) 758-4223
Conference ID:
24059228

Audio Webcast

Investor Relations

Committees & Charters

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.


Chairperson Member Financial Expert
  Audit
Committee
Compensation
Committee
Nominating
and Corporate
Governance
Committee
Edward Grzedzinski    
Mary Ann Leeper, Ph.D.    
Timothy S. Lucas, CPA    
John F. McGovern  
Philip C. Moore  
Stephen M. Wood, Ph.D.  

Committee Charters

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Pursuant to Neenah Paper's by-laws, our Board of Directors is permitted to establish committees from time to time as it deems appropriate. To facilitate independent director review and to make the most effective use of the directors' time and capabilities, our Board has established the following committees: Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. The membership and function of each committee are described below.

Audit Committee

The Audit Committee is comprised solely of directors who meet the independence requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended, and are financially literate, as required by the New York Stock Exchange. At least one member of the Audit Committee is a financial expert, as defined by the rules and regulations of the SEC. The Audit Committee assists the Board in monitoring:

  • the quality and integrity of our financial statements;
  • our compliance with ethical policies contained in our code of conduct and legal and regulatory requirements;
  • the independence, qualification and performance of our independent auditors; and
  • the performance of our internal auditors.

The members of the Audit Committee are Messrs. Lucas (Chairperson) and Moore and Dr. Wood.

The Audit Committee is governed by the Audit Committee Charter.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprised solely of directors who meet the independence requirements of the New York Stock Exchange. The Nominating and Corporate Governance Committee:

  • oversees the process by which individuals are nominated to our Board;
  • reviews the qualifications, performance and independence of members of our Board;
  • reviews and recommends policies with respect to composition, organization, processes and practices of our Board; and
  • identifies and investigates emerging corporate governance issues and trends that may affect us.

The Nominating and Corporate Governance Committee is governed by the Nominating and Corporate Governance Committee Charter.

The members of the Nominating and Corporate Governance Committee are Dr. Leeper (Chairperson) and Messrs. Grzedzinski and McGovern.

Compensation Committee

The Compensation Committee is comprised solely of directors who meet the independence requirements of the New York Stock Exchange, meet the requirements for a "Non-Employee Director" under the Securities Exchange Act of 1934, as amended, and meet the requirements for an "outside director" under the Internal Revenue Code of 1986, as amended. The Compensation Committee:

  • reviews and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, and sets that compensation;
  • approves, in consultation with our Chief Executive Officer, the compensation of our officers who are elected by our Board;
  • makes recommendations to our Board with respect to our equity-based plans and executive incentive-compensation plans; and
  • reviews with management and approve awards under our long term incentive-compensation plans and equity-based plans.

The Compensation Committee is governed by the Compensation Committee Charter.

The members of the Compensation Committee are Messrs. Moore (Chairperson) and McGovern and Dr. Wood.