Board of Director Committees

Audit Committee Charter

This committee reviews the plan for and the results of the independent audit and internal audit, reviews the company’s financial information and internal accounting and disclosure controls and performs other duties and responsibilities set forth in a written Charter approved by the Board of Directors. All members of the Committee are independent directors under the Listing Standards applicable to audit committees. The members of the Audit Committee are Maritza G. Montiel (Chair), Anne Bramman and Gary M. Rodkin.

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Compensation and Human Capital Committee

This committee establishes and oversees executive compensation policy; makes decisions about base pay, incentive pay and any supplemental benefits for the Chief Executive Officer, members of the company’s Management Committee, and any other executives listed in the proxy statement as one of the five highest paid executives; and approves grants of stock options, the timing of the grants, the price at which the options are to be offered, and the number of shares for which options are to be granted to employee directors and officers. In addition, the Committee oversees the process of CEO succession planning and reviews the company’s strategy for succession to other key leadership positions. The committee reviews and evaluates the compensation and benefits for the company’s non-employee Directors and, where appropriate, makes recommendations for changes based on competitive conditions. The committee performs such other duties and responsibilities as set forth in a Charter approved by the Board of Directors. All members of the Committee are independent directors. None of the committee members are eligible to participate in any company stock option or other compensation program that is administered by the Committee. The members of the Compensation and Human Capital Committee are Tony Vernon (Chair), Michael D. Mangan, Jacques Tapiero and Margaret M. V. Preston.

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Nominating/Corporate Governance Committee Charter

This committee, established in 2003, develops and implements corporate governance principles and related compliance policies. The committee will also establish criteria for the selection of nominees to the Board and will identify, screen and recommend candidates for election to the Board. Recommendations will be made to the Board regarding the size and composition of the Board and the structure and authorities of the Board Committees. The members of the Nominating/Corporate Governance Committee are Freeman A. Hrabowski, III (Chair), Michael D. Mangan, Patricia Little and Michael Conway.  

The Nominating/Corporate Governance Committee will accept recommendations from stockholders for nominees for the Board of Directors. Stockholders wishing to submit recommendations should contact the Corporate Secretary at 24 Schilling Road, Hunt Valley, Maryland, 21031. The committee will evaluate candidates recommended by stockholders in the same manner as candidates identified by the committee.

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