She has served on the Austin Financial Planning Association
Board as a committee member, President, and Chair.
Not exact matches
She served
as a
member of the
Board of Governors of the Federal Reserve System from 2008 to 2013, where she served
as Chair of the Federal Reserve's
Committee on Consumer and Community Affairs and
as a
member of its
Committee on Bank Supervision and Regulation, the
Committee on Bank Affairs, and the
Committee on
Board Affairs.
Those appointments came under fire earlier this year
as it became clear that HP's newly appointed chair, Ray Lane, circumvented the
board's independent nominations process by involving the CEO in identifying
board candidates and deciding to oversee the process himself (although he had a long - standing relationship with the CEO and was not a
member of the nominations
committee).
Exxon
board member Bill George led a National Association of Corporate Directors Blue Ribbon Commission on «Executive Compensation and the Role of the Compensation
Committee,» which included recommendations such
as not offering contracts to executives (giving the
board more flexibility in how it deals with the CEO's pay and tenure), which is reflected in the pay practices at ExxonMobil.
Ferguson will be part of the
board's audit
committee, joining existing
board members such
as former Pixar CFO Ann Mather
as well
as former president and CEO of Ford (f), Alan Mulally.
The
Board has determined that each
member of the Audit
Committee qualifies as an «audit committee financial expert» as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A - 3 (b)(1) under the Exch
Committee qualifies
as an «audit
committee financial expert» as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A - 3 (b)(1) under the Exch
committee financial expert»
as defined under applicable SEC rules and also meets the additional criteria for independence of audit
committee members set forth in Rule 10A - 3 (b)(1) under the Exch
committee members set forth in Rule 10A - 3 (b)(1) under the Exchange Act.
The
board of directors has determined that, based on her professional qualifications and experience described above, Ann Mather is an audit
committee financial expert as defined under the rules of the SEC, and that each member of the Audit Committee is able to read and understand fundamental financial statements as required by the Listing Rules o
committee financial expert
as defined under the rules of the SEC, and that each
member of the Audit
Committee is able to read and understand fundamental financial statements as required by the Listing Rules o
Committee is able to read and understand fundamental financial statements
as required by the Listing Rules of NASDAQ.
Each
member of the
Board and our Chief Executive Officer is subject to the following minimum stock ownership requirements: (i) each director shall own shares of Tesla stock equal in value to at least five times the annual cash retainer for directors (exclusive of retainer amounts for service
as Lead Independent Director or
as a
member or chair of a
Board committee), and (ii) our Chief Executive Officer shall own shares of Tesla stock equal in value to at least six times his / her base salary.
In addition to current positions on the
boards of JBT Corporation and Valeo and
as a
member of the Nominating
Committee of Petroleum Geo - Services ASA, Ms. Devine previously served on the
boards of Det Norske Veritas, FMC Technologies, Inc., and Technip.
The
Board has determined, in its business judgment, that each
member of the AEC (Lloyd H. Dean, Enrique Hernandez, Jr., Robert L. Joss, Cynthia H. Milligan, Nicholas G. Moore, Philip J. Quigley, and Susan G. Swenson) is financially literate
as required by NYSE rules, and that each
member qualifies
as an «audit
committee financial expert»
as defined by SEC regulations.
Our
Board has determined that each continuing
member of our Audit
Committee is financially literate and has accounting or related financial management expertise, as defined under NYSE rules, and is an «audit committee financial expert» within the meaning of the rules of
Committee is financially literate and has accounting or related financial management expertise,
as defined under NYSE rules, and is an «audit
committee financial expert» within the meaning of the rules of
committee financial expert» within the meaning of the rules of the SEC.
TD Ameritrade shareholders may communicate with any
member of the
board of directors, including the chairperson of any
committee, an entire
committee or the independent directors or all directors
as a group, by sending written communications to:
We believe that Ms. Denholm possesses specific attributes that qualify her to serve
as a
member of our
Board and chair of our Audit
Committee, including her executive experience and her financial and accounting expertise with international companies, including in the technology and automotive industries.
Each automatic triennial stock option grant and each stock option grant for service
as lead independent director,
member of a
Board committee or chair of a
Board committee, in each case
as described above, will vest 1/36 per month for three years starting on the one month anniversary of the vesting commencement date, subject to continued service in the capacity for which such grant was made (except that if a director who was granted such an option ceases to be a director on the day before an annual meeting that is held earlier than the anniversary date of the vesting commencement date for that calendar year, vesting will accelerate with respect to the shares that would have vested if such director continued service through such anniversary date).
Mr. Cohn has particular expertise in commodities and markets, having previously served
as a director of the London Metals Exchange and
as a
member of the
Board of Directors and the Executive
Committee of the New York Mercantile Exchange and the Commodity Exchange.
In addition,
as part of our governance review and succession planning, the
Board (led by the Nominating and Corporate Governance
Committee) evaluates our leadership structure to ensure that it remains the optimal structure for Tesla, reviews the composition, size and performance of the
Board and its
committees, evaluates individual
Board members, and identifies and evaluates candidates for election or re-election to the
Board.
He was a Trustee of AHFMR (Alberta Heritage Foundation for Medical Research), is a
board member of the Hotchkiss Brain Institute and the Alberta Bone and Joint Institute, and has served as an Advisory Committee Member for the Order of C
member of the Hotchkiss Brain Institute and the Alberta Bone and Joint Institute, and has served
as an Advisory
Committee Member for the Order of C
Member for the Order of Canada.
Members of the
Committee shall be appointed by the
Board based on nominations submitted by the Nominating and Corporate Governance
Committee of the
Board and shall serve at the pleasure of the
Board and for such terms
as the
Board may determine.
Mr. Johnson serves
as a
member of the
Board of Directors for Lincoln National Corporation and is chairman of its Finance
Committee.
The
Board has determined, in its business judgment, that each current
member of the AEC (John D. Baker II, Lloyd H. Dean, Enrique Hernandez, Jr., Robert L. Joss, Cynthia H. Milligan, Nicholas G. Moore, Philip J. Quigley, and Susan G. Swenson) is financially literate
as required by NYSE rules, and that each
member qualifies
as an «audit
committee financial expert»
as defined by SEC regulations.
At least one
member of the
Committee shall in the judgment of the Board be an «audit committee financial expert,» as defined by the U.S. Securities and Exchange Commission (the «SEC
Committee shall in the judgment of the
Board be an «audit
committee financial expert,» as defined by the U.S. Securities and Exchange Commission (the «SEC
committee financial expert,»
as defined by the U.S. Securities and Exchange Commission (the «SEC»).
Mr. Hernandez also has extensive experience in the banking and financial services industry,
as well
as banking and related financial management expertise
as a former
member of the
boards and audit
committees of two other large financial institutions, Great Western Financial Corporation from 1993 to 1997 and Washington Mutual, Inc. from 1997 to 2002.
Ms. Sheehan served two terms
as the Chair of the Council of Institutional Investors, is a
member of the SEC Investor Advisory
Committee, the NASDAQ Listing Council, and serves on the Advisory
Board of the Weinberg Center for Corporate Governance at the University of Delaware.
• The
Board has determined that each
member of the Audit
Committee is independent
as defined by the Exchange Act, the SEC's rules, and the NYSE Listed Company Rules.
Prior to joining the University of Calgary, he was an accomplished
member of the business community, serving
as president and director for numerous successful property development companies, and serving on many
boards and
committees in the Calgary area.
Chris recently served
as a
board member and Secretary of the Dallas Petroleum Club, and is a
member of the Dallas Wildcat
Committee.
The
Board also benefits from Mr. Dean's substantial finance, systems operations, service quality, and community affairs expertise, which he gained
as a result of his responsibilities with Dignity Health, and from his extensive banking and related financial management expertise acquired
as a former
member of the Company's Audit and Examination
Committee and
as a current
member of the Credit
Committee.
The
Board of Directors determined that all
members of the audit
committee are financially literate and that the chairperson of the audit
committee, Josh Weston, is an «audit
committee financial expert»
as defined by SEC rules.
He has served on numerous NASAA
committees in addition to serving ten years
as a
member of its
Board of Directors.
He is a
member of the
Board of Directors of Albertsons Companies where he serves
as Lead Director, a
member of the
Board of Directors of Keane Group Holdings LLC and a Trustee of NewYork - Presbyterian Hospital where he is also a
member of the Investment
Committee and the Budget and Finance
Committee.
We believe that Mr. Meresman is qualified to serve
as a
member of our
board of directors and chair of our audit
committee due to his background
as a
member of the
board and chair of the audit
committee of other public companies and his financial and accounting expertise from his prior extensive experience
as chief financial officer of two publicly traded companies.
In addition to meeting the criteria for independence described above, each
member of the
Board's Audit and Finance
Committee must not, except in his or her capacity
as a
member of the
Board or one of its
committees, accept, directly or indirectly, any consulting, advisory or other compensation from the Company, or be an affiliated person of the Company or any of its subsidiaries.
Members of the
Committee shall be appointed by the
Board based on nominations recommended by the Nominating and Governance
Committee of the
Board and shall serve at the pleasure of the
Board and for such terms
as the
Board may determine.
Our directors do not currently receive any cash compensation for their services
as directors or
as board committee members.
I look forward to continuing to serve BlackBerry
as a
member of its
Board of Directors and chair of the
Board's Audit and Risk Management
Committee.
The
Board will annually designate a
Board member as the Company's Financial Expert upon the recommendation of the Nominating and Corporate Governance
Committee with consideration of the desires of individual directors.
The
Board of Directors shall designate one
member of the
Committee as its chairperson.
Rossi currently serves
as a
member of the
Board and Audit
Committee of TerraVest Capital.
The
Board has determined that each
member of the Audit
Committee qualifies as an «audit committee financial expert» as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A - 3 (b)(l) under the Exch
Committee qualifies
as an «audit
committee financial expert» as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A - 3 (b)(l) under the Exch
committee financial expert»
as defined under applicable SEC rules and also meets the additional criteria for independence of audit
committee members set forth in Rule 10A - 3 (b)(l) under the Exch
committee members set forth in Rule 10A - 3 (b)(l) under the Exchange Act.
The
Board of Directors has determined that at least one
member of the Audit
Committee, John A. Edwardson, is an audit committee financial expert as that term is defined in S
Committee, John A. Edwardson, is an audit
committee financial expert as that term is defined in S
committee financial expert
as that term is defined in SEC rules.
The audit and risk
committee consists exclusively of
members of our
board who are financially literate, and Mr. Blackburn is considered an «audit
committee financial expert»
as defined by applicable SEC rules and has the requisite financial sophistication
as defined under the applicable Nasdaq rules and regulations.
The
Board has determined, in its business judgment, that each
member of the AEC is financially literate
as required by NYSE rules and qualifies
as an «audit
committee financial expert»
as defined by SEC regulations.
The Nominating & Governance
Committee considers and evaluates a director candidate recommended by a stockholder in the same manner
as a nominee recommended by a
Board member, management, search firm or other sources.
Fellows are chosen by an in - house Selection
Committee composed of a panel of experts,
as well
as members of APF Canada's
Board of Directors.
He has presented at a wide variety of corporate law seminars and symposia around the country, including The Tulane Institute of Corporate Law (where he serves
as Co-Chair of the Planning
Committee), The Association of General Counsel, The Harvard School of Law, Columbia School of Law, The University of Pennsylvania School of Law, and The University of Pennsylvania Institute of Law and Economics (where he serves
as a
member of the
Board of Advisors), The Annual Institute on Corporate Securities and Related Aspects of Mergers and Acquisitions, sponsored by the New York City Bar Association,
as well
as a variety of seminars sponsored by The Practicing Law Institute and the American and Delaware State Bar Associations.
Kim also serves
as a
board member with the following: the Canadian Coalition for Good Governance, the Community Business Diversity Council, the Women's College Hospital Investment
Committee, and the United Corporation (a listed closed - end fund).
These include holding open Cabinet meetings at least once a month, which will be broadcasted on the Internet; giving
Members of the Legislative Assembly (MLAs) a greater role by reforming the Legislative
committee system and allowing government MLAs to vote freely (
as opposed to voting according to the Party's preferences); restricting the tenure of a premier to two (four - year) terms; holding a Citizen's Assembly on electoral reform to examine alternative models for electing MLAs; instituting a system by which citizens can recall elected officials; and instituting elections for all government
boards and commissions.
Mr. Nokes was a
member of the World Business Council for Sustainable Development and sat on the
Board of Directors of the American Petroleum Institute,
as well
as the American Petroleum Institute Transportation, Marketing and Downstream
Committee.
He also has activities
as a philanthropic donor in areas of serving
as the founding
Board Member of the Northwestern Center for Integrative Medicine and a member of the Major Gifts Committee of the Edward Hospital Foundation in Naper
Member of the Northwestern Center for Integrative Medicine and a
member of the Major Gifts Committee of the Edward Hospital Foundation in Naper
member of the Major Gifts
Committee of the Edward Hospital Foundation in Naperville.
In addition to these responsibilities, Mariette Mulaire readily volunteers
as an active
member on several
boards and organizations within Manitoba, including the Manitoba Premier's Economic Advisory
Committee (PEAC) and the Council for International Trade Steering
Committee.