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 Dr. Wood (Chairperson), Ms. Dano, and Mr. McGovern.

Stephen M. Wood
Margaret S. Dano
John F. McGovern