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2023 Proxy Statement
Masco Corporation 2022 Annual Report 2023 Proxy Statement {doc3_shortdoctitlestripped} {doc4_shortdoctitlestripped} {doc5_shortdoctitlestripped} {doc6_shortdoctitlestripped} {doc7_shortdoctitlestripped} {doc8_shortdoctitlestripped} {doc9_shortdoctitlestripped} {doc10_shortdoctitlestripped} {doc11_shortdoctitlestripped} {doc12_shortdoctitlestripped} {doc13_shortdoctitlestripped} {doc14_shortdoctitlestripped} {doc15_shortdoctitlestripped}
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Welcome to Meet the Board. Use the menu above or click on any name, qualification, or committee to learn more.
Mark R. Alexander
AGE: 58
INDEPENDENT DIRECTOR SINCE: 2014
DIRECTOR CLASS: III*
POSITION:
  • Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019
COMMITTEES:
Keith J. Allman
AGE: 60
DIRECTOR SINCE: 2014
DIRECTOR CLASS: II*
POSITION:
  • Our President and Chief Executive Officer, since 2014
Aine L. Denari
AGE: 50
INDEPENDENT DIRECTOR SINCE: 2022
DIRECTOR CLASS: II*
POSITION:
  • Executive Vice President and President of Brunswick Boat Group, Brunswick Corporation, a manufacturer of marine products, since 2020
COMMITTEES:
Marie A. Ffolkes
AGE: 51
INDEPENDENT DIRECTOR SINCE: 2017
DIRECTOR CLASS: III*
POSITION:
  • Founder and CEO, Axxelist, LLC, a private technology real estate company
COMMITTEES:
Christopher A. O’Herlihy
AGE: 59
INDEPENDENT DIRECTOR SINCE: 2013
DIRECTOR CLASS: II*
POSITION:
  • Vice Chair of Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2015
COMMITTEES:
Donald R. Parfet
AGE: 70
INDEPENDENT DIRECTOR SINCE: 2012
DIRECTOR CLASS: I*
POSITION:
  • Managing Director, Apjohn Group, LLC, a business development company, since 2000
  • General Partner, Apjohn Ventures Fund, Limited Partnership, a venture capital fund, since 2003
COMMITTEES:
Lisa A. Payne
AGE: 64
INDEPENDENT DIRECTOR SINCE: 2006
DIRECTOR CLASS: I*
POSITION:
  • The independent Chair of our Board
  • Former Vice Chair and Chief Financial Officer of Taubman Centers, Inc., a real estate investment trust
COMMITTEES:
John C. Plant
AGE: 69
INDEPENDENT DIRECTOR SINCE: 2012
DIRECTOR CLASS: III*
POSITION:
  • Chair of the Board and Chief Executive Officer, Howmet Aerospace Inc., a global supplier of engineered metal products, since 2020.
COMMITTEES:
Charles K. Stevens, III
AGE: 63
INDEPENDENT DIRECTOR SINCE: 2018
DIRECTOR CLASS: II*
POSITION:
  • Retired Executive Vice President and Chief Financial Officer of General Motors Company, a global automotive company
COMMITTEES:

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024

 

Mark R. Alexander
AGE: 58
INDEPENDENT DIRECTOR SINCE: 2014
DIRECTOR CLASS: III*
POSITION:
  • Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
Through his experience as a current CEO and as the former President of Campbell Soup Company’s largest division, Mr. Alexander brings to our Board strong leadership skills and experience in developing and executing business growth strategies, including through innovation and mergers and acquisitions. His past business responsibilities include investing in brand-building, innovation and expanded distribution, which correspond to areas of focus at our business operations. His extensive international experience with consumer branded products and his background in marketing and customer relations also provide our Board with expertise and insight as we leverage our consumer brands in the global market.
BUSINESS EXPERIENCE:
  • Campbell Soup Company:
    • Senior Vice President (2009-2018)
    • President of Americas Simple Meals and Beverages (2015-2018)
    • President of Campbell North America (2012-2015), Campbell International (2010-2012) and Asia Pacific (2006-2009)
    • Chief Customer Officer and President — North America Baking & Snacking (2009-2010)
    • Served in various marketing, sales and management roles in the United States, Canada, Europe and Asia since 1989

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
 

Keith J. Allman
AGE: 60
DIRECTOR SINCE: 2014
DIRECTOR CLASS: II*
POSITION:
  • Our President and Chief Executive Officer, since 2014
COMMITTEES:
  • None
RELEVANT SKILLS AND EXPERIENCE:
Mr. Allman brings to our Board strong business leadership skills, hands-on operational experience with our businesses and valuable insight into our Company’s culture. He played an integral role in developing our strategies to strengthen our brands, innovation and service and improve our execution, which has helped to provide the foundation for the current direction of our Company. His key leadership positions within our Company have given him deep knowledge of all aspects of our business, and he also possesses a significant understanding of, and experience with, complex operations as well as Company-specific customer expertise.
BUSINESS EXPERIENCE:
  • Masco Corporation:
    • Group President (2011-2014)
    • President, Delta Faucet (2007-2011)
    • Executive Vice President, Builder Cabinet Group (2004-2007)
    • Served in various management positions of increasing responsibility at Merillat Industries (1998-2003)
  • Director of Oshkosh Corporation
  • Director of No Barriers, a charitable organization

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
 

Aine L. Denari
AGE: 50
INDEPENDENT DIRECTOR SINCE: 2022
DIRECTOR CLASS: II*
POSITION:
  • Executive Vice President and President of Brunswick Boat Group, Brunswick Corporation, a manufacturer of marine products, since 2020
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
Ms. Denari has acquired extensive business and strategic experience serving in a variety of executive management positions, including her current role as Executive Vice President and President of Brunswick Boat Group and in prior roles within the automotive and industrial industries and at major global consulting firms. Her current responsibilities include global P&L leadership; strategic, financial and operational oversight of a $1.8 billion business; and developing and implementing end-to-end technology solutions. Ms. Denari’s leadership brings to our Board valuable perspectives on strategic growth, complex manufacturing operations, finance, technology and human capital management.
BUSINESS EXPERIENCE:
  • ZF AG:
    • Senior Vice President and General Manager, Advanced Driver Assist Systems/Automated Driving (2017-2020)
    • Chief Integration Management Officer & Head of Strategic Performance Management Office (2015-2017)
    • Senior Vice President, Product Planning and Business Development (2014-2017)
  • Director, Strategy & Analytics, Ingersoll Rand Inc (2010-2014)
  • Engagement Manager, McKinsey & Company (2006-2010)
  • Management Consultant / Case Team Leader, Bain & Company (2003-2006)
  • Served in various engineering roles, including research, product planning product development and program management at Ford Motor Company (1996-2002)
  • Member of Gentherm Technology Advisory Council, Gentherm, Inc.

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
 

Marie A. Ffolkes
AGE: 51
INDEPENDENT DIRECTOR SINCE: 2017
DIRECTOR CLASS: III*
POSITION:
  • Founder and CEO, Axxelist, LLC, a private technology real estate company
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
Through her experience as a CEO and as the former President, Industrial Gases, Americas for Air Products & Chemicals, Inc., Ms. Ffolkes brings to our Board extensive experience in developing and leading strategy implementation and driving operational profitability. Ms. Ffolkes' past responsibilities allows her to provide valuable contributions and perspectives to our Board in areas important to our performance including operations, finance, international markets and marketing. Additionally, Ms. Ffolkes' strong experience in executive leadership roles provide our Board valuable perspectives on talent management oversight.
BUSINESS EXPERIENCE:
  • Director of Valero Energy Corporation
  • Director of Colson Group Holdings, LLC, a privately-held manufacturer of casters and wheels
  • Chief Executive Officer, TriMark USA, LLC (2020-2021)
  • President, Industrial Gases, Americas of Air Products & Chemicals, Inc. (2015-2020)
  • Tenneco:
    • Global Vice President and General Manager, Ride Performance Group (2013-2015)
    • Vice President and General Manager, Global Elastomers (2011-2013)
  • Johnson Controls International plc (formerly, Johnson Controls):
    • Vice President & General Manager South America Region, Automotive Group (2010-2011)
    • Vice President and General Manager, Hyundai-Kia Customer Business Unit (2008-2010)
    • Global Vice President, Japan (2006-2008)
  • Director of National Association of Manufacturers

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
 

Christopher A. O’Herlihy
AGE: 59
INDEPENDENT DIRECTOR SINCE: 2013
DIRECTOR CLASS: II*
POSITION:
  • Vice Chair of Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2015
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
Gained through his over 30 years of experience with Illinois Tool Works, Inc., Mr. O'Herlihy brings to our Board strategic insight and an understanding of complex business and manufacturing operations, as well as a valuable perspective on developing innovative products. Mr. O'Herlihy has held several executive positions with Illinois Tool Works, Inc., through which he has acquired extensive knowledge and experience in all aspects of business, including business strategy, international business operations, mergers and acquisitions, emerging markets, financial performance and structure, legal matters, human resources and talent management. His current responsibilities include developing and executing that company's overall corporate growth strategy.
BUSINESS EXPERIENCE:
  • Illinois Tool Works Inc.:
    • Executive Vice President, with worldwide responsibility for Illinois Tool Works' Food Equipment Group (2010-2015)
    • Group President - Food Equipment Group Worldwide (2010)
    • Group President - Food Equipment Group International (2009-2010)
    • For over 30 years, served in various positions of increasing responsibility, including as Group President of the Polymers and Fluids Group

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
 

Donald R. Parfet
AGE: 70
INDEPENDENT DIRECTOR SINCE: 2012
DIRECTOR CLASS: I*
POSITION:
  • Managing Director, Apjohn Group, LLC, a business development company, since 2000
  • General Partner, Apjohn Ventures Fund, Limited Partnership, a venture capital fund, since 2003
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
As an executive with responsibilities for numerous global businesses, Mr. Parfet brings extensive financial and operating experience to our Board, particularly in areas of financial and corporate staff management and senior operational practices for multiple global business units. His experience in business development and venture capital firms provides our Board with a valuable perspective on growth and strategy. He is also experienced in leading strategic planning, risk assessment, human capital management and financial planning and controls. His global operating experience, strong financial background and proven leadership capabilities are especially important to our Board’s consideration of product and geographic expansion and business development opportunities.
BUSINESS EXPERIENCE:
  • Chair of the Board of Kelly Services, Inc. and Lead Independent Director of Rockwell Automation, Inc.
  • Director of Iaso Therapeutics, Inc., a private company focused on the development of novel technologies for next-generation vaccines
  • Chair of the Board of Sierra Oncology, Inc. (2017-2019)
  • Senior Vice President, Pharmacia Corporation, a pharmaceutical company, from which he retired in 2000
  • Served as a senior corporate officer of Pharmacia & Upjohn and The Upjohn Company, predecessors of Pharmacia Corporation
  • Director and trustee of a number of charitable and civic organizations

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
 

Lisa A. Payne
AGE: 64
INDEPENDENT DIRECTOR SINCE: 2006
DIRECTOR CLASS: I*
POSITION:
  • The independent Chair of our Board
  • Former Vice Chair and Chief Financial Officer of Taubman Centers, Inc., a real estate investment trust
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
Ms. Payne provides leadership and executive management experience to our Board. She also possesses substantial financial, accounting and corporate finance expertise gained through her experience as Chief Financial Officer of Taubman Centers and as an investment banker. Her financial focus and proficiency helped guide Taubman Centers through the economic recession and increased shareholder value. She brings to our Board an understanding of growth strategy. In addition, Ms. Payne's extensive experience in real estate investment, development and acquisition gives her an informed and thorough understanding of macroeconomic factors that may impact our business.
BUSINESS EXPERIENCE:
  • Director of Rockwell Automation, Inc.
  • Director of Leaf Home Solutions LLC, a privately-held provider of technology-enabled home solutions
  • Director of J.C. Penney Company (2016-2020)
  • Chair of the Board of Soave Enterprises, LLC, a privately held diversified management and investment company (2016-2017)
  • President of Soave Real Estate Group (2016-2017)
  • Taubman Centers, Inc.:
    • Vice Chair (2005-2016)
    • Chief Financial Officer (2005-2015)
    • Executive Vice President and Chief Financial and Administrative Officer (1997-2005)
  • Director of Taubman Centers, Inc. (1997-2016)
  • Investment banker, Goldman, Sachs & Co. (1987-1997)

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
 

John C. Plant
AGE: 69
INDEPENDENT DIRECTOR SINCE: 2012
DIRECTOR CLASS: III*
POSITION:
  • Chair of the Board and Chief Executive Officer, Howmet Aerospace Inc., a global supplier of engineered metal products, since 2020.
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
Based on his leadership positions with multi-billion dollar diversified global companies, Mr. Plant provides to our Board valuable strategic insight and a deep understanding of complex operations as well as international business. He understands how to manage a company through economic cycles and major transactions. His strong background in finance and extensive knowledge and experience in all aspects of business bring to our Board valuable contributions and perspectives related to our operations and manufacturing, business development, mergers and acquisitions, financial performance and structure, legal matters and human capital management.
BUSINESS EXPERIENCE:
  • Director of Jabil Inc.
  • Chief Executive Officer (2019-2020) and Chair of the Board (2017-2020) of Arconic Inc.
  • Director of Gates Industrial Corporation plc (2017-2019)
  • TRW Automotive Holdings Corp.:
    • Chair of the Board (2011-2015)
    • President and Chief Executive Officer and Director (2003-2015)
  • Co-member of the Chief Executive Office of TRW Inc. and the President and Chief Executive Officer of the automotive business of TRW Inc. (2001-2003)
  • Director Emeritus of the Automotive Safety Council

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
 

Charles K. Stevens, III
AGE: 63
INDEPENDENT DIRECTOR SINCE: 2018
DIRECTOR CLASS: II*
POSITION:
  • Retired Executive Vice President and Chief Financial Officer of General Motors Company, a global automotive company
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
Mr. Stevens joined General Motors Company in 1983 with the Buick Motor Division. In his over 30 years with General Motors Company, Mr. Stevens acquired significant leadership experience in financial and accounting operations. His past responsibilities include being a vital contributor to developing and executing business strategies to drive profitable growth, which benefits our Board as it oversees our strategy. His extensive background and expertise provide to our management and Board a valuable understanding of finance, financial operations, international financial matters, risk evaluation and management, mergers and acquisitions and consumer goods.
BUSINESS EXPERIENCE:
  • Director of Eastman Chemical Company and Flex, Ltd.
  • Director of Tenneco Inc. (2020-2022)
  • General Motors Company:
    • Executive Vice President and Chief Financial Officer (2014-2018)
    • Chief Financial Officer of GM North America (2010-2014)
    • Interim Chief Financial Officer of GM South America (2011-2013)
    • Chief Financial Officer of GM de Mexico (2008-2010)
    • Chief Financial Officer of GM Canada (2006-2008)
    • For more than 30 years, served in various positions of increasing responsibility, including several leadership positions with GM’s Asia Pacific region including China, Singapore, Indonesia and Thailand

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
 

Reginald M. Turner1
AGE:
DIRECTOR CLASS:
POSITION:
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
BUSINESS EXPERIENCE:

* Director classes:

  • Class I Directors - Term Expiring at the Annual Meeting in 2025
  • Class II Nominees - If Elected, Term will Expire at the Annual Meeting in 2026
  • Class III Directors - Term Expiring at the Annual Meeting in 2024
Business Operations and Leadership

Directors below have this key qualification/experience. Click any photo to view each director's biography and all the director's skills:

Mark R. Alexander
Aine L. Denari
Marie A. Ffolkes
Christopher A. O’Herlihy
Donald R. Parfet
Lisa A. Payne
John C. Plant
Charles K. Stevens, III
M&A

Directors below have this key qualification/experience. Click any photo to view each director's biography and all the director's skills:

Mark R. Alexander
Marie A. Ffolkes
Christopher A. O’Herlihy
Donald R. Parfet
Lisa A. Payne
John C. Plant
Charles K. Stevens, III
Risk Management

Directors below have this key qualification/experience. Click any photo to view each director's biography and all the director's skills:

Donald R. Parfet
Lisa A. Payne
Charles K. Stevens, III
Finance and Accounting

Directors below have this key qualification/experience. Click any photo to view each director's biography and all the director's skills:

Aine L. Denari
Marie A. Ffolkes
Donald R. Parfet
Lisa A. Payne
John C. Plant
Charles K. Stevens, III
Product Innovation

Directors below have this key qualification/experience. Click any photo to view each director's biography and all the director's skills:

Mark R. Alexander
Aine L. Denari
Christopher A. O’Herlihy
International Business

Directors below have this key qualification/experience. Click any photo to view each director's biography and all the director's skills:

Mark R. Alexander
Aine L. Denari
Marie A. Ffolkes
Christopher A. O’Herlihy
Donald R. Parfet
John C. Plant
Charles K. Stevens, III
Manufacturing

Directors below have this key qualification/experience. Click any photo to view each director's biography and all the director's skills:

Aine L. Denari
Marie A. Ffolkes
Christopher A. O’Herlihy
Donald R. Parfet
John C. Plant
Marketing and Brand Management

Directors below have this key qualification/experience. Click any photo to view each director's biography and all the director's skills:

Mark R. Alexander
Marie A. Ffolkes
Talent Management

Directors below have this key qualification/experience. Click any photo to view each director's biography and all the director's skills:

Aine L. Denari
Marie A. Ffolkes
Christopher A. O’Herlihy
Donald R. Parfet
Lisa A. Payne

Audit Committee
Charles K. Stevens, III
Chair
Mark R. Alexander
Aine L. Denari
John C. Plant
Reginald M. Turner1
5 meetings in 2022
All members are independent and financially literate.
Messrs. Stevens, Alexander and Plant and Ms. Denari each qualify as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

Audit Committee responsibilities include assisting the Board in its oversight of the:

  • integrity of our financial statements
  • effectiveness of our internal controls over financial and other public reporting
  • qualifications, independence, performance and remuneration of our independent auditors
  • performance of our internal audit function
  • compliance with legal and regulatory requirements, including our employees' and directors' compliance with our Code of Ethics

In addition, our Audit Committee reviews and discusses with management certain key financial and non-financial risks.

Audit Committee key activities in 2022:

  • reviewed and approved our 2021 Form 10-K
  • reviewed our Form 10-Qs
  • discussed with management quarterly updates on our internal controls over financial reporting
  • reviewed with management quarterly updates on ethics matters and fraud reporting
  • discussed with management certain risk management practices, including income tax matters and SEC rulemaking and disclosure requirements
  • recommended to our Board updates to the Committee Charter to include responsibility for the review of our internal controls and procedures related to ESG public reporting
  • reviewed the performance of our internal and independent auditors
  • reviewed and approved our independent auditor's 2023 integrated audit plan and service fees
  • reviewed and approved our 2023 internal audit annual operating plan




1 Effective at our Annual Meeting of Stockholders, Reginald Turner, who has served Masco as a director since 2015, will be retiring from our Board. We are very grateful to Reggie for his service and express our sincerest appreciation and gratitude for his dedication and his valuable perspectives and contributions during his years with us.

Compensation and Talent Committee
Christopher A. O’Herlihy
Chair
Mark R. Alexander
Marie A. Ffolkes
Donald R. Parfet
Reginald M. Turner1
6 meetings in 2022
All members are independent

Our Compensation Committee is responsible for the following:

  • the oversight of our executive compensation programs
  • determining the goals and objectives applicable to the compensation of our CEO and evaluating our CEO's performance in light of those goals
  • reviewing our executive succession plan, including periodically reviewing our CEO’s evaluation and recommendation of a potential successor
  • overseeing our talent management and leadership strategies, including DE&I strategies
  • determining and administering equity awards granted under our stock incentive plan
  • administering our annual and long-term performance compensation programs
  • reviewing and establishing our peer group

In addition, our Compensation Committee evaluates risks arising from our compensation policies and practices and has determined that such risks are not reasonably likely to have a material adverse effect on us. Our executive officers and other members of management report to the Compensation Committee on executive compensation programs at our business units to assess whether these programs or practices expose us to excessive risk.

Compensation Committee key activities in 2022:

  • reviewed and approved the incentive compensation paid to our executive officers for 2021 performance
  • reviewed with management a pay-for-performance analysis of our CEO's compensation as compared to our peer group and a comparison of our executive officers' compensation to market survey data
  • established the 2022 performance goals for our 2022 Annual Incentive Program, including an individual performance modifier for each executive officer, and performance goals for our 2022-2024 Long-Term Incentive Program
  • recommended to our Board updates to the Committee Charter to include responsibility for overseeing our talent management and leadership strategies, including DE&I strategies
  • discussed with management an organization and talent update and our talent strategy, including succession planning for our key executive and business unit leadership positions
  • discussed with management our DE&I strategy and initiatives, including our human capital management disclosure included in our 2022 Form 10-K
  • discussed with management and the Committee's outside compensation consultant executive compensation trends
  • reviewed with management our shareholder engagement activities




1 Effective at our Annual Meeting of Stockholders, Reginald Turner, who has served Masco as a director since 2015, will be retiring from our Board. We are very grateful to Reggie for his service and express our sincerest appreciation and gratitude for his dedication and his valuable perspectives and contributions during his years with us.

Corporate Governance and Nominating Committee
Marie A. Ffolkes
Chair
Aine L. Denari
Donald R. Parfet
Lisa A. Payne
John C. Plant
4 meetings in 2022
All members are independent

Our Governance Committee is responsible for the following:

  • advising our Board on the governance structure and conduct of our Board
  • developing and recommending to our Board appropriate corporate governance guidelines and policies
  • Board succession planning, including reviewing our Board's structure and composition and the tenure of our directors
  • reviewing and reassessing the adequacy of the Company’s Political Contributions Policy, and annually review the Company’s political contributions
  • reviewing the independence of our directors
  • identifying and recommending qualified individuals for nomination and re-nomination to our Board
  • recommending directors for appointment and re-appointment to Board committees
  • reviewing and recommending to the Board our director compensation

Governance Committee key activities in 2022:

  • reviewed the results of our Board's 2022 self-evaluation
  • engaged in board leadership succession planning, resulting in the Board's selection of Marie Ffolkes as the new Chair of the Committee
  • reviewed with management our shareholder engagement activities
  • recommended to our Board an update to the Committee Charter to include responsibility for the periodic review of our Political Contributions Policy
  • engaged in a director candidate search, resulting in the Board's appointment of a new independent director, Aine Denari to our Board and oversaw her on-boarding
  • discussed with management significant corporate governance trends
  • reviewed 2021 political contributions in accordance with our Political Contributions Policy
 
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