![]() As part of this process, candidates are required to undergo a third-party background and conflicts check, complete our director questionnaire, and interview with, at a minimum, members of our Nominating and Corporate Governance Committee, Independent Chair of the Board, CEO and any external search firm or advisor engaged on these matters. All candidates for election to our Board must participate in a rigorous evaluation process. These qualifications are considered by the Board and the Nominating and Corporate Governance Committee, together with further core skills deemed useful in the context of an assessment of the current needs of the Board. ![]() The Board has adopted a policy regarding minimum qualifications for potential directors. Ms. Yerger's deep corporate governance and shareholder-oriented work provide our Board with important insight and guidance with respect to our corporate governance practices and engagement with key stakeholders. She has been recognized by the International Corporate Governance Network and NACD for her contributions to investor collaboration and the improvement of corporate governance. Securities and Exchange Commission and the Nasdaq Listing and Hearing Review Council. In addition, she has served as a member of several advisory boards and committees, including the Investor Advisory Committee of the U.S. Previously, Ms. Yerger served as Executive Director, Center for Board Matters at Ernst & Young LLP from 2015 to 2017. She has also served as a Member of the Grant Thornton Audit Quality Advisory Council since 2019. She has held various governance advisory roles, including her current position as Advisor with Spencer Stuart North America Board Practice, a leading board consulting firm, which she has held since 2017. Ms. Yerger has dedicated her career to the advancement of corporate governance and investor protection initiatives. ![]() All of the nominees for director currently serve as directors. Each director will serve until the next annual meeting of shareholders or until their respective successors have been elected and qualified, if earlier. The Board has also reviewed certain changes to the composition of the Committees of the Board, including the respective Chairs, which will be effective immediately following the Annual Meeting. ![]() John Fleming, Virginia Ruesterholz, and Mary Winston will not stand for re-election. As a result of this process, the Nominating and Corporate Governance Committee recommended, and the Board approved, the eleven people named below to be nominated for election to the Board at the Annual Meeting. In addition, each director was consulted regarding Board composition overall and their personal interest in continuing to serve. There was also an independent review of each director’s skills, qualifications and time commitments. Beginning in April 2022, the Nominating and Corporate Governance Committee, together with an independent, third party consultant engaged for this purpose, conducted an assessment of the Board’s composition and the complement of skills and experiences appropriate for a public company in the retail sector. ![]()
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