Board of Directors

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Our Board of Directors

A Board that Holds the Company Accountable

The ten qualified board members bring diverse perspectives and varied and relevant experience to the company and the important decisions that guide us. Nine of these members meet the “independent” listing standards set forth by the NYSE. The board’s principal responsibilities are to:

Review the company’s performance, long-term plans and strategy
Review the company’s systems and practices designed to bring about compliance with applicable laws and regulations
Ensure that appropriate policies and practices are in place for managing risks, including cybersecurity risk, faced by the company
Provide direction, advice and counsel to the chief executive officer
Discharge their responsibilities as fiduciaries
Maintain ultimate responsibility for the risk management of the company

Board Member Highlights

30% are women
20% self-identify as being from racial/ethnic minority groups
20% have served in the military
90% are “independent” as defined by the NYSE

Board of Directors

Thomas Apel | Chair of the Board | Former CEO of Adfitech, Inc. | Compensation Committee
Frederick Eppinger | CEO of Stewart Information Services Corporation
C. Allen Bradley Jr. | Former CEO of Amerisafe, Inc. | Nominating and Corporate | Governance Committee
Robert Clarke | Retired Partner, Bracewell, LLP | Audit Committee
William Corey Jr. | Former Audit and Senior Relationship and National Pursuit Team Partner for PricewaterhouseCoopers, LLP | Audit Committee | Compensation Committee
Deborah Matz | Former Chair of the National Credit Union Administration | Audit Committee | Nominating and Corporate Governance Committee
Matthew Morris | Founder and CEO of Lutroco, LLC
Karen Pallotta | President of KRP Advisory Services, LLP | Compensation Committee | Nominating and Corporate Governance Committee
Manolo Sanchez | Former Chair and CEO of BBVA Compass | Audit Committee | Nominating and Corporate Governance Committee
Helen Vaid | Former CEO of Foundry Brands | Audit Committee | Compensation Committee

To see full biographies of our board of directors, visit our investor site.

Committees of the Board

Our board of directors has determined that each member of our committees is “independent” as that term is defined in the rules of the NYSE.

Audit Committee responsibilities include assisting the board of directors in monitoring:

Integrity of the financial statements of the company
Independent auditors’ qualifications and independence
Performance of the company’s internal audit function, which has been outsourced to Deloitte & Touche, LLP
Engagement of KPMG LLP, as the company’s independent external auditors
Compliance by the company with legal and regulatory requirements

Compensation Committee responsibilities include, among other things:

Reviewing the company’s compensation plans and policies
Reviewing and recommending to the board of directors the compensation of our executive officers and directors

Nominating and Corporate Governance Committee responsibilities include:

Recommending to the board of directors nominees for election as directors by common stockholders
Creating procedures for identification of nominees
Considering and recommending the criteria for nomination to our board of directors
Receiving and considering nominations submitted by our stockholders
Overseeing the self-evaluation governance of the board of directors
Overseeing the company’s sustainability initiatives

Cybersecurity and Operations Technology Risk Committee responsibilities include:

Reviewing and monitoring risks related to technology, information security and cybersecurity
Reviewing operational technology risks and industry trends and evaluating their potential impact on the company’s business and future strategies

Additional details regarding the duties of each committee described above are set out in the committee charters, which are available in the governance documents on our investors site