Management Directors Governance Documentation Committees Section 16 filings
Outline
Code of Business Conduct and Ethics
Whistleblower Policy
Corporate Governance Guidelines
Board Meetings and Committees
Nominating and Governance Committee Charter
Audit Committee Charter
Compensation Committee Charter
Compensation Committee Interlocks and Insider Participation
Director Compensation
Report of the Compensation Committee on Executive Compensation
Stock Anti-Hedging and Pledging Policy
Stock Ownership Guidelines


Code of Business Conduct and Ethics
Dec 28, 2018 Download Code of Business Conduct and Ethics Code of Business Conduct and Ethics

Whistleblower Policy
Dec 28, 2018 Download Whistleblower Policy Whistleblower Policy

Corporate Governance Guidelines
Feb 24, 2004 Download Corporate Governance Guidelines Corporate Governance Guidelines

Board Meetings and Committees
Download Board Meetings and Committees Board Meetings and Committees

Nominating and Governance Committee Charter
Feb 24, 2004 Download Nominating and Governance Committee Charter Nominating and Governance Committee Charter

Audit Committee Charter
Nov 08, 2012 Download Audit Committee Charter Audit Committee Charter

Compensation Committee Charter
Feb 24, 2004 Download Compensation Committee Charter Compensation Committee Charter

Compensation Committee Interlocks and Insider Participation

In 2019, the Compensation Committee consisted of J. Luther King Jr. (Chair), Donald R. Brattain, and Glenn A. Carter. No member of the Compensation Committee was an officer or employee of the company. None of our executive officers served on the compensation committee or equivalent of any other entity.


Director Compensation
Non-employee directors receive the following compensation:
  • An annual retainer of $60,000 for the chairman of the Audit Committee, $55,000 for the chairman of the Compensation Committee, $50,000 for the chairman of the Nominating and Governance Committee, and $40,000 for the other non-employee directors.
  • A fee of $3,500 for each Board meeting attended in person and $1,750 for each Board meeting attended via telephone.
  • A fee of $3,000 for each Audit Committee meeting attended in person and $1,500 for each Audit Committee meeting attended via telephone.
  • A fee of $2,500 for each Compensation Committee meeting attended in person and $1,250 for each Compensation Committee meeting attended via telephone.
  • A fee of $1,500 for each Nominating and Governance Committee meeting attended in person and $750 for each Nominating and Governance Committee meeting attended via telephone.
  • Reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board of Directors or its committees and related activities.

Report of the Compensation Committee on Executive Compensation

Our Compensation Committee is responsible for reviewing and approving the design and administration of the executive compensation program. Our Compensation Committee believes that an effective compensation program should reward achievement of specific corporate goals and align our executives' interests with those of our stockholders by rewarding performance that meets or exceeds established goals. Our compensation philosophy is designed to attract, motivate, and retain the key executives who drive our success and industry leadership and to motivate those executives to deliver stockholder value by achieving the following overall objectives:

  • Compensation should align the interests of our executives with our stockholders - compensation should link the interests of management with those of stockholders by making a substantial portion of executive compensation depend upon our long-term financial and stock performance;
  • Compensation should be competitive - compensation levels should be sufficiently competitive to attract and retain superior executives by providing them with the opportunity to earn total compensation packages that are competitive in the industry;
  • Compensation should be based on company performance - compensation should reward short-term and long-term corporate performance;
  • Compensation should reflect responsibility and accountability - compensation should be based on the level of skill, knowledge, effort and responsibility needed to perform the job successfully; and
  • Compensation should not incentivize excessive risk taking - the mix of compensation elements should be appropriately balanced between fixed pay, short-term annual incentive cash compensation, and long-term incentive equity compensation to minimize incentive for excessive risk taking.

Stock Anti-Hedging and Pledging Policy
Feb 20, 2018 Download Stock Anti-Hedging and Pledging Policy Stock Anti-Hedging and Pledging Policy

Stock Ownership Guidelines
Feb 20, 2018 Download Stock Ownership Guidelines Stock Ownership Guidelines

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