Our Board of Directors oversees corporate governance matters for the Company. It also performs continuous reviews of the Company's corporate governance policies.
The Company currently has eight (8) members on its Board of Directors all of whom were approved, recommended and nominated for election to the Board of Directors. Each of the Directors was elected by the stockholders at the 2009 Annual Meeting of Stockholders held on May 13, 2009. Robert M. Lazarowitz retired effective as of the date of our Annual Meeting, and did not stand for re-election as a member of the Board of Directors. The Board of Directors has determined that each of its current Directors, except for Thomas M. Joyce, our Chairman and Chief Executive Officer, is independent within the meaning of the Securities and Exchange Commission ("SEC") and The Nasdaq Stock Market, Inc. ("Nasdaq") director independence standards, as currently in effect.
During 2008, the Company's Board of Directors met eleven (11) times and took
action by unanimous written consent on four other occasions. The Company's independent
Directors also met at regularly scheduled executive sessions on at least a quarterly
basis. William L. Bolster serves as the Company's Lead Director.
All members of the Board of Directors attended at least 95% of its meetings and the meetings of any
committees of the Board of Directors of which they were members in 2008. The Company does not have a policy requiring
Director attendance at the Company's Annual Meeting of Stockholders. All of our current directors attended the 2009 Annual
Meeting of Stockholders.
The Company has, as standing committees, a Finance and Audit Committee, a Compensation
Committee, a 162(m) Committee, and a Nominating and Corporate Governance Committee.
The Finance and Audit Committee operates under a written charter adopted by
the Board of Directors. The Finance and Audit Committee is established to assist
the Company's Board of Directors oversight of: (1) the integrity of the financial
statements and its risk and control environment; (2) the qualifiation of, and relationship with, the
independent registered public accounting firm; (3) the Company's internal audit function; (4) compliance
with applicable legal and regulatory requirements; and (5) compliance with the
Company's Code of Business Conduct and Ethics. The Finance and Audit Committee
also reviews and makes recommendations to the Board regarding: (i) all proposed
material capital formation plans, including planned issuances of equity securities
and debt instruments, and stock repurchase programs; and (ii) certain acquisitions,
investments, new business ventures, and divestitures by the Company.
The current members of the Finance and Audit Committee are Messrs. Bolster, Griffith
and Lockburner and Ms. Shahon, each of whom is not an officer or employee of the Company.
Mr. Lockburner serves as the Chairman of the Finance and Audit Committee. The
Board of Directors has determined in its business judgment that each member is in compliance with the
independence, experience and financial
literacy requirements set forth by Nasdaq, The Sarbanes-Oxley Act of 2002 and
rules adopted by the SEC pursuant to The Sarbanes-Oxley Act of 2002, as currently
in effect.
The Board of Directors has also determined in its business judgment
that Messrs. Griffith, Lockburner and Ms. Shahon are each an "audit committee
financial expert" as defined under SEC rules. The SEC provides that an "audit
committee financial expert" does not have additional duties, obligations
or liabilities and is not considered an expert under the U.S. Securities Act
of 1933. The Finance and Audit Committee held fourteen (14) meetings during 2008 and took action by unanimous written consent on one (1) other occasion.
The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors. The Compensation
Committee has responsibility for approving and evaluating executive officer compensation, incentive compensation and
equity-based plans, policies and programs of the Company and its subsidiaries. The Compensation Committee also evaluates
the performance of the Company's Chief Executive Officer, and based on such evaluation, reviews and approves his annual
salary, cash incentives and long-term equity incentive bonus. The Compensation Committee is also responsible for producing an annual report on executive compensation and assisting management in the preportion of a compensation discussion and analysis. The current members of the Compensation Committee are Messrs.
Bolster and Milde and Ms. Shahon, each of whom is independent within the meaning of Nasdaq's independence standards,
as currently in effect. As Mr. Lazarowitz retired from the Board of Directors, the number of members on the Compensation Committee was reduced to three (3) as of the date of our 2009 Annual Meeting of Stockholders. Mr. Bolster serves as the Chairman of the Compensation Committee. During 2008, the Compensation Committee held
thirteen (13) meetings.
The 162(m) Committee provides assistance to the Board of Directors and the Compensation Committee by setting performance-based compensation criteria for the Company's Chief Executive Officer and other key executives, certifying the results of such performance at the end of the annual performance period and awarding the resulting performance-based compensation to such key executives. The 162(m) Committee is also responsible for making stock option and restricted stock grants to such key executives. The current members of the 162(m) Committee are Messrs. Bolster and Lockburner, each of whom is an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code. The 162(m) Committee held three (3) meetings in 2008.
The Nominating and Corporate Governance Committee ("NCGC") is governed
by a written charter adopted by the Board of Directors. A primary function
of the NCGC is to identify and recommend to the Board individuals qualified
to serve as Directors of the Company, consistent with the criteria included
in our Nominating and Corporate Governance charter and our Corporate Governance
Guidelines. The NCGC also considers nominee recommendations from
stockholders of the Company. Other functions of the NCGC include: (i) recommending the size of, and
Directors to serve on, committees of the Board; (ii) advising the Board with
respect to matters of Board composition and procedures; (iii) developing and
recommending to the Board a set of corporate governance principles applicable
to the Company and overseeing corporate governance matters generally; and (iv)
overseeing the annual evaluation of the Board and the Company's management.
The current members of the NCGC are Messrs. Bolster, Griffith, Lewis,
Lockburner, Milde and Quick and Ms. Shahon. Each member of our NCGC is independent within the
meaning of Nasdaq's independence
standards, as currently in effect. The NCGC held two (2) meetings in 2008 and took action by unanimous written consent on one (1) other occasion.
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