Committee Memberships and Charters



Each Committee has approved a written charter, which has also been approved by the Board. The charter may delegate, as appropriate, certain responsibilities to the Committee. Unless delegated to the Committee either in the Charter, the Bylaws or a resolution of the Board, each Committee shall make recommendations to the Board regarding the Committee’s responsibilities, and the Board will consider whether to approve the recommendations. The Committee charters may be changed from time to time by approval of the Committee and the Board. Under the committees’ charters, only independent directors may serve on a committee.

Board Committee Memberships
As of April 21, 2020


Executive Chairman
Frank R. Martire


Chief Executive Officer and Member of the Board
Mike Hayford


Independent Lead Director
Chinh E. Chu

Audit Committee Members:

Kirk T. Larsen, Chair 
Gregory R. Blank 
Katie Burke 
Mathew A. Thompson 

PDF icon  Charter of the Audit Committee


Compensation and Human Resource Committee Members:

Matthew Thompson, Chair 
Mark W. Begor 
Chinh E. Chu 
Kirk T. Larsen

PDF icon  Charter of the Compensation and Human Resource Committee

Committee on Directors and Governance Committee Members:

Deborah A. Farrington, Chair 
Katie L. Burke 
Chinh E. Chu 
Georgette D. Kiser 

PDF icon  Charter of the Committee on Directors and Governance


Risk Committee Members: 

Georgette D. Kiser, Chair 
Mark W. Begor 
Gregory R. Blank 
Deborah A. Farrington

PDF icon  Charter of the Risk Committee