Corporate
Governance

Corporate Governance Policies

A. Size of the Board. The Company’s Bylaws provide that the Board will be not less than five (5) nor more than fifteen (15) directors. The Board will periodically review the appropriate size of the Board. B. Majority of Independent Directors. It is the policy of the…

Audit Committee Charter

The primary purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors of Nautilus, Inc. (the “Board”) in fulfilling its responsibility to (1) oversee (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, c) the independent auditor’s engagement, qualifications, performance, compensation and independence…

Compensation Committee Charter

Corporate Governance Committee Charter

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Nautilus, Inc. (the “Company”) in fulfilling its responsibilities by (a) identifying and recommending to the Board candidates to serve on the Board and its committees…

Code of Business Conduct and Ethics

This Code of Business Conduct and Ethics (this “Code”) provides a general statement of the Company’s expectations regarding the ethical standards that each employee, officer and member of the Board of Directors (“director”) should adhere to…

Leadership Team & Board of Directors

The Leadership Team and Board of Directors can be viewed on the Our Team page.

Investor updates, straight to your inbox.

Corporate Governance Policies

Effective February 2023

Board Composition and Selection of Directors
1. Size of the Board. The Company’s Bylaws provide that the Board will be not lessthan five (5) nor more than fifteen (15) directors. The Board will periodicallyreview the appropriate size of the Board.
2. Majority of Independent Directors. It is the policy of the Board that at least amajority of the directors will not be current employees of the Company and willotherwise meet appropriate standards of independence. In determining independence, the Board will consider the definition of independence in Section 303A ofthe New York Stock Exchange Listed Company Manual, as well as other factorsthat will contribute to effective oversight and decision-making by the Board.
3. Director Qualification Standards. The Board plays a critical role in shaping andsupporting the Company’s growth. Board candidates are considered accordingto specific criteria, aligned with the Company’s strategic plan and objectives, asestablished from time to time by the Board’s Corporate Governance Committee(the “Governance Committee”). In general, the Board will seek candidates withexecutive management experience in mid to large-cap global companies, priorboard experience, and an established reputation for integrity, high ethicalstandards, seasoned judgment and concern for the long-term interests ofshareholders. In seeking such Board members, the Company also seeks toachieve a mix of Board members that represent a diversity of background andexperience, including with respect to age, gender, international background,race, and specialized experience. Board members must also have sufficienttime to attend to the substantial duties and responsibilities of a director. TheGovernance Committee may from time to time review the appropriate skills andcharacteristics required of Board members in the context of the current make-upof the Board.
4. Chair. The Board will periodically appoint a Chair. Only independent directors,are eligible for appointment as the Chair. We separate the roles of Chair of theBoard and CEO in recognition of the differences between the two positions. Webelieve that consistency between day-to-day operations and the overall management is reached through the service of our CEO as a director, but theseparation of the Chair and CEO roles is important to achieve a balance ofoversight that is favorable to us and our shareholders.
5. Selection of Board Nominees. The Board will be responsible for the selectionof candidates to be nominated for election or appointment to the Board. TheGovernance Committee, in consultation with the Chair and the CEO, willrecommend candidates for election to the Board. The Governance Committeewill consider suggestions from shareholders concerning possible candidates fornomination to the Board of Directors. Such suggestions shall be submitted to theChair of the Governance Committee.
6. Directors Who Change Job Responsibility; Retirement. Directors who retire orchange their principal occupation or business association should advice theGovernance Committee of the change and provide the Governance Committeean opportunity to review the continued appropriateness of Board membershipunder the new circumstances. The Board does not believe that a fixed retirementage for directors is appropriate.
Director Responsibilities
1. Attendance and Preparation. Board members are expected to prepare for, attend and participate in meetings of the Board and of committees on which they serve. In order to effectively prepare, Board members are expected to review meeting materials in advance of Board and committee meetings.
2. Self-Evaluation. In order to determine whether the Board and its committees are performing effectively, the Board will perform an annual self-evaluation.
3. Management Succession and Development Planning. The Compensation Committee will annually review succession and development plans for the CEO and other senior executive officers and present its recommendations to the Board. The Board may from time to time ask the Compensation Committee to undertake specific reviews concerning management succession planning.
4. Retention of Independent Advisors. The Board and each Board committee may at its discretion engage independent advisors and legal counsel.
5. Director Orientation and Education. Each new director will be given an orientation with respect to his/her duties as a director. In addition, each new director will be provided with background information concerning the Company and issues that significantly affect its operations.
Director Compensation
1. Compensation Committee and Board Review. The Compensation Committee will periodically review appropriate compensation policies and form and amount of compensation for the directors serving on the Board and its committees. This review may consider Board compensation practices of other public companies, contributions to Board functions, service as committee chairs, and other appropriate factors. The Board will determine compensation policies and form and amount of compensation for directors after receiving the recommendation of the Compensation Committee. When determining the form and amount of director compensation, the Board will seek to avoid arrangements that may call into question the independence of the Company’s directors.
2. Stock Ownership. The Board believes that stock ownership by directors helps to align the interests of the Board and the Company’s shareholders. In order to promote director stock ownership, the directors participate in the Company’s Long-Term Incentive Plan.
Board Meetings
1. Scheduling of Full Board Meetings. Quarterly regular Board meetings will be scheduled in advance. Special meetings will be called as needed in accordance with the Company’s Bylaws.
2. Agenda and Materials. The CEO, in consultation with the Chair, will have primary responsibility for preparing the agenda for each meeting and arranging for it to be sent in advance of the meeting to the directors along with appropriate written information and background materials. Each Board committee, and each individual director, is invited to suggest items for inclusion on the agenda.
3. Executive Sessions. At each regularly scheduled meeting the Board will conduct an executive session in which only the independent directors shall participate. At their discretion, the independent directors may invite the CEO, or other guests, to participate in part of the Executive Session to facilitate feedback on the board meeting and to cover other subjects of importance.
4. Board Presentations and Access to Information. The Board encourages the presentation at meetings by managers who can provide additional insight into matters being discussed or that the CEO believes should be given exposure to the Board. The Company’s executive management will afford each Board member access to the Company’s employees and the independent auditors. The Board encourages management to arrange presentations at Board meetings by the Company’s managers and provide other reports that will enhance the flow of meaningful financial and business information to the Board.
Board Committees
1. Committees. The current three committees of the Board are the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. From time to time the Board may establish a new committee or disband a current committee depending upon the circumstances.
2. Committee Member Selection. The Board will designate the members and Chair of each committee in accordance with applicable listing rules and legal requirements. The membership of the Audit, Compensation and Nominating and Corporate Governance Committees shall consist solely of directors who meet applicable independence standards.
3. Committee Functions. The full authority and responsibilities of each committee are fixed by resolution of the full Board and the committee’s Board approved charter. The number and content of committee meetings and other matters of committee governance will be determined by each committee in light of the authority delegated by the full Board to the committee, the committee’s Board approved charter, and legal, regulatory, accounting or governance principles applicable to that committee’s function. The Company will provide each committee with access to employees and other resources to enable committee members to carry out their responsibilities. Each standing Board committee will deliver a report to the Board at each regular quarterly meeting.
Management Responsibilities
1. Financial Reporting, Legal Compliance and Ethical Conduct. The Company’s management has primary responsibility for preparing financial statements which accurately and fairly present the Company’s financial results and condition. Management shall maintain systems, procedures and a corporate culture that promotes compliance with legal and regulatory requirements and the ethical conduct of the Company’s business.
2. New Developments. Management shall ensure that the Board is promptly informed concerning legal and regulatory developments that may materially affect the Company’s operations or the responsibilities of the Board.
3. Corporate Communications. Management has the primary responsibility to communicate with investors, the press, employees and other constituencies that are involved with the Company, and to set policies for those communications.

Audit Committee Charter

Effective February 2023

Purpose

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Nautilus, Inc. (the “Company”) is to assist the Board in fulfilling its responsibility to (1) oversee (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent auditor’s engagement, qualifications, performance, compensation and independence, (d) the performance of the Company’s internal audit function, and (e) the Company’s system of internal control over financial reporting; and (2) oversee the preparation of and approve the disclosure required by the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement.

Membership

Members of the Committee shall be appointed by and may be removed by the Board. The Committee shall be comprised of not less than three independent members of the Board. The Committee’s composition shall meet all the applicable independence, financial literacy and other standards required by the applicable public company exchange, the SEC and any other applicable laws and regulations.

Members of the Committee shall not serve on more than three public company audit committees simultaneously, unless the Board determines that such simultaneous service would not impair the member’s ability to serve effectively on the Committee.

The Board shall designate the chairperson of the Committee, provided that if the Board does not so designate a chairperson, the members of the Committee, by majority vote, may designate a chairperson.

Meetings

The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities. Typically, the Committee will meet at least once every fiscal quarter.

The presence in person or by telephone of a majority of the Committee’s members shall constitute a quorum for any meeting of the Committee. All actions of the Committee require the vote of a majority of its members present at a meeting of the Committee at which a quorum is present.

Responsibilities and Powers

While the Committee has the duties and responsibilities set forth in this charter, the Committee’s role is oversight. The Committee and the Board recognize that the Company’s management is responsible for preparing the Company’s financial statements and that the independent auditor is responsible for auditing those financial statements. The Committee is not responsible for planning or conducting the audit or for determining that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles or for the quality of the Company’s accounting and financial reporting processes.

The Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company. The Committee shall have authority to retain such outside counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.

In furtherance of its purpose, the Committee shall have the following responsibilities:

Oversight of Financial Statements and Other Financial Information

The Committee shall review and discuss with management and the independent auditor, prior to release to the public and others, the annual audited financial statements and quarterly financial statements, including disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and matters required to be reviewed under applicable legal, regulatory or other requirements. As part of this review process, the Committee shall review any management report on internal control and any independent auditor’s attestation with respect to management’s assertion.
The Committee shall determine whether to recommend to the Board that the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K.
The Committee shall discuss, with management and the independent auditor, as appropriate, prior to release to the public, earnings press releases, paying particular attention to any “pro forma” or “adjusted” non-GAAP information. Such discussions may be in general terms (i.e., discussion of the types of information to be disclosed and the types of presentations to be made).
The Committee shall discuss financial information and earnings guidance provided to analysts and rating agencies. Such discussions may be in general terms (i.e., discussion of the types of information to be disclosed and the types of presentations to be made).

Selection, Evaluation and Oversight of Auditors

The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and each such registered public accounting firm shall report directly to the Committee. Without limiting the generality of the foregoing, the Committee shall:
- have the sole authority and responsibility to select, evaluate and, where appropriate, replace the independent auditor;
- have the sole authority to approve audit engagement fees and terms;
- pre-approve any non-audit service to be provided to the Company by the independent auditor, upon determining the provision of such permissible service is compatible with the auditor’s independence;
- discuss with the independent auditor (a) the plan for and scope of the annual independent audit; (b) all critical accounting policies and practices to be used, (c) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (d) material written communications between the independent auditor and management, including, but not limited to, the schedule of unadjusted differences and any management letters;
- review with the independent auditor any audit problems or difficulties and management’s response; and
- on a periodic basis, meet separately with the independent auditor to discuss any matters that the Committee or auditor believe should be discussed privately.
The Committee shall obtain and review at least annually a formal written report from the independent auditor delineating:
- the auditor’s internal quality-control procedures;
- any material issues raised by the most recent internal quality-control review, or peer review of the auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditor, and any steps taken to deal with any such issues; and
- all relationships between the independent auditor and the Company, in order to assess the auditor’s independence.
- Obtain from the Independent Auditor that the audit was conducted in a manner consistent with Section 10A of the Exchange Act
Upon receipt of such written report, the Committee shall discuss with the independent auditor any such disclosed relationships and their impact on the independent auditor’s objectivity and independence, and shall recommend that the Board take appropriate action in response to the auditor’s report to satisfy itself of the independence of the independent auditor.
The Committee shall review the experience and qualifications of the lead and reviewing partners each year and monitor the independent auditor’s compliance with partner rotation requirements. The Committee shall also consider whether there should be periodic rotation of the audit firm itself.
Review and discuss with the Independent Auditor the matters required to be discussed by the applicable requirements of the PCAOB regarding communications with audit committees.
Discuss with the Independent Auditor the Independent Auditor’s judgement about the quality and acceptability, of the accounting principles applied in the Company’s financial reporting.
The Company’s lead internal auditor shall report to the Audit Committee and administratively to the Chief Financial Officer. With respect to the Company’s internal audit function, the Committee shall:
- review the responsibilities, functions and performance of the Company’s internal audit function, including its charter, plans and budget;
- approve the hiring, promotion, demotion or termination of the lead internal auditor;
- oversee the lead internal auditor’s periodic performance review and changes to his or her compensation;
- review the scope and results of internal audits and ongoing assessments of the Company’s risk management processes and system of internal control; and
- on a periodic basis, meet separately with the lead internal auditor to discuss any matters that the Committee or the lead internal auditor believes should be discussed privately.

Oversight of the Financial Reporting Process and Internal Control

The Committee shall review the Company’s financial reporting and accounting standards and principles, significant changes in such standards or principles or in their application and the key accounting decisions affecting the Company’s financial statements, including alternatives to, and the rationale for, the decisions made.
The Committee shall review analyses prepared by management setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.
The Committee shall discuss the effect of regulatory and accounting initiatives or proposals, as well as off-balance sheet structures, on the financial statements of the Company.
The Committee shall discuss with management and the independent auditors (a) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting and any special audit steps adopted in light of material control deficiencies, and (b) any changes in internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Miscellaneous

The Committee shall set policies for the hiring of employees or former employees of the Company’s independent auditor.
The Committee shall discuss policies developed by Company management and the Board of Directors with respect to risk assessment and risk management and steps Company management has taken to monitor and control financial risk exposure, including anti-fraud programs and controls.
The Committee shall review with the Company’s General Counsel and others the status of litigation, claims, assessments, commitments and contingent liabilities and their potential impact on the Company’s financial statements.
The Committee shall review and investigate any matters pertaining to the integrity of management and management’s adherence to standards of business conduct and ethics as required in the policies of the Company.
The Committee shall discuss with management and the independent auditors any fraud, whether or not material, that involves management or other employees with a significant role in the Company’s internal control over financial reporting.
The Committee shall review and approve related-party transactions according to such policies as may be adopted by the Board of Directors from time to time.
The Committee shall oversee the establishment of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, auditing matters or violations of the Company’s code of conduct.
The Committee periodically shall meet separately with the Chief Executive Officer, Chief Financial Officer, General Counsel or other members of senior management to discuss any matters that the Committee or management believe should be discussed privately.
The Committee shall report its recommendations to the Board after each Committee meeting. The Committee shall maintain written minutes of its meetings, which shall be provided to the Board and filed in the Company’s board meeting minute book.
The Committee shall oversee the preparation of and approve the disclosure required by the SEC to be included in the Company’s annual proxy statement.
The Committee shall conduct and present to the Board an annual performance self-evaluation of the Committee.
The Committee shall monitor developments in rules and regulations consistent with its purpose and make appropriate and timely changes to the duties performed by the Committee.
The Committee shall review at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Compensation Committee Charter

Effective February 2023

Purpose

The purpose of the Compensation Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Nautilus, Inc. (the “Company”) in fulfilling its responsibilities by (a) overseeing the Company’s compensation and benefit programs, including compensation and benefits of the Company’s executive officers, (b) overseeing preparation of the Compensation Discussion and Analysis (“CD&A”) for inclusion in the Company’s annual report and proxy statement, and (c) overseeing preparation of and approving the Committee report to shareholders required by the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual report and proxy statement.

Membership

Members of the Committee shall be appointed by and may be removed by the Board. The Committee shall be comprised of not less than three members of the Board. Each member of the Committee shall be independent in accordance with the provisions of Rule 10C-1(b)(1) under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of the New York Stock Exchange (the “NYSE”).

Meetings

The presence in person or by telephone/virtually of a majority of the Committee’s members shall constitute a quorum for any meeting of the Committee. All actions of the Committee require the vote of a majority of its members present at a meeting of the Committee at which a quorum is present.

Outside Advisors

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation, and oversee the work, of the compensation consultant. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of its outside legal counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other advisors. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of its compensation consultant, legal counsel or other advisor to the compensation committee, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this Charter.

In retaining or seeking advice from compensation consultants, outside counsel and other advisors (other than the Company’s in-house counsel), the Committee must take into consideration the factors specified in the applicable rules and guidelines established by the NYSE, including Section 303A.05(c)(iv) of the NYSE Listed company manual. The Committee may retain, or receive advice from, any compensation advisor, after considering the specified factors. The Committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.

The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.

Responsibilities and Powers

While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable law.

In furtherance of its purpose, the Committee shall have the following duties and responsibilities:

Review periodically the goals and objectives of the Company’s executive compensation plans, and establish or amend, or recommend that the Board establish or amend, such goals and objectives as the Committee deems appropriate.
Review periodically the Company’s executive compensation plans, in light of the goals and objectives relevant to such plans, and adopt, or recommend that the Board adopt, such new executive compensation plans or amendments to existing plans as the Committee deems appropriate.
Evaluate annually the performance of the Chief Executive Officer (“CEO”) and, with the CEO’s participation and input, the performance of the other executive officers, in light of the goals and objectives of the Company’s executive compensation plans. Based on this performance evaluation, determine the CEO’s compensation and, with the CEO’s participation and input, the compensation of the other executive officers. In determining the compensation of executive officers, the Committee shall consider relevant factors such as the Company’s performance (which may include, but is not limited to, shareholder returns), compensation of similar executives of comparable companies and compensation of the Company’s executive officers in prior years.
Review with the Board any decisions made by the Committee regarding compensation of the Company’s executive officers.
Approve any incentive or equity-based compensation to be awarded to an executive officer of the Company, and approve the parameters for incentive or equity-based compensation to be awarded to non-executive employees, in each case subject to the provisions of any applicable compensation plan.
With the CEO’s input and participation, review perquisites or other personal benefits to be made available or offered to the Company’s executive officers and approve such benefits, if any, available or offered to the CEO.
Review and discuss with management the CD&A and related executive compensation information and determine whether to recommend to the Board that such CD&A and related executive compensation information be included in the Company’s annual report and proxy statement.
Oversee the preparation of and approve the Committee report required by the SEC to be included in the Company’s annual proxy statement.
Review any equity-based compensation plan required to be submitted for shareholder approval under applicable rules or listing standards of the NYSE. Review and, if appropriate, approve any equity-based compensation plan that is exempt from such shareholder approval requirement.
Consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote“) required by Section 14A of the Exchange Act in evaluating and determining executive compensation policies and decisions.
Review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement.
Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk.
Report the Committee’s recommendations or any action taken by unanimous consent to the Board after each Committee meeting. Maintain written minutes of Committee meetings, copies of which shall be provided to the Board.
Conduct and present to the Board an annual performance self-evaluation of the Committee.
Monitor developments in rules and regulations consistent with the purpose of the Committee and make appropriate and timely changes to the duties performed by the Committee.
At least annually, review this Charter and recommend any proposed changes to the Board for approval.
Perform other duties and responsibilities that are consistent with the purpose of the Committee and assigned to the Board under the provisions of any compensation or employee benefit plan, or that the Committee otherwise deems appropriate.
Periodically review the compensation and benefits of Board members.

Corporate Governance Committee Charter

Effective February 2023

Purpose

The purpose of the Corporate Governance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Nautilus, Inc. (the “Company”) in fulfilling its responsibilities by (a) identifying and recommending to the Board candidates to serve on the Board and its committees, (b) developing and reviewing the governance principles, as well as environmental, social and governance (“ESG”) practices of the Company, and (c) establishing and overseeing a process for assessing the effectiveness of the Board and its committees.

Membership

Members of the Committee shall be appointed by and may be removed by the Board. The Committee shall consist of no fewer than three members, all of whom will meet the independence requirements of the applicable public company exchange listing standards and any other applicable laws, rules and regulations as determined by the Board. The Board shall designate the chairperson of the Committee, provided that if the Board does not so designate a chairperson, the members of the Committee, by majority vote, may designate a chairperson.

Meetings

The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities. Typically, the committee will meet at least twice each fiscal year.

Authority and Responsibilities

In fulfilling its responsibilities, the Committee will have the resources and authority to obtain advice and assistance from search firms, outside counsel or other advisors as it deems appropriate. The Committee shall have the sole authority to approve related fees and retention terms.

The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.

In furtherance of its purpose, the Committee shall have the following responsibilities:

Identify and recommend to the Board a list of candidates to be nominated for election to the Board at the Company’s annual meeting of shareholders and as necessary to fill vacancies and newly-created directorships, in accordance with the Company’s Bylaws. The Committee shall review and consider shareholder recommended candidates for nomination to the Board. The Committee shall determine the eligibility of proposed nominees and recommend to the Board nominees who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the Company’s shareholders.
In addition, meaningful skills and experience are just one aspect of diversity that the Board highly values. Our Corporate Governance Guidelines set forth the minimum qualifications for Board members and specify that the Board “seeks to achieve a mix of Board members that represents a diversity of background and experience, including with respect to age, gender, international background, race and specialized experience.” Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the Director nomination process.
Annually review the composition of each Board committee and present recommendations for committee memberships to the Board for approval as needed.
Develop and periodically review and recommend to the Board for approval appropriate corporate governance guidelines.
Review the effect of any new pronouncements of regulatory bodies on the Company’s proxy reporting polices and advise the Board regarding such matters.
Establish and oversee an annual performance self-evaluation process of the Board and its committees.
Report recommendations to the Board after each Committee meeting and maintain written minutes of Committee meetings.
Conduct and present to the Board an annual performance self-evaluation of the Committee.
Monitor developments in rules and regulations consistent with the purpose of the Committee and make appropriate and timely changes to the duties performed by the Committee.
Review at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.
To oversee the Company’s policies and practices relating to environmental, social and governance matters.

Code of Business Conduct and Ethics

Effective February 2023

1. Purpose

2. Administration

The Company’s Board of Directors or designated board committee is responsible for setting the standards of business conduct contained in this Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the Company’s industry, the Company’s own business practices, and the prevailing ethical standards of the communities in which the Company operates. While the Company’s Board of Directors or a designated board committee will oversee the procedures designed to implement this Code to ensure that they are operating effectively, it is the individual responsibility of each employee, officer and director to comply with this Code.

3. Compliance with Laws, Rules and Regulations

The Company will comply with all laws and governmental regulations that are applicable to the Company’s activities, and expects that all persons acting on behalf of the Company will obey the law. Specifically, the Company is committed to:

maintaining a safe and healthy work environment;
promoting a workplace that is free from discrimination or harassment based on race, color, religion, sex or other factors that are unrelated to the Company’s business interests;
supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;
conducting its activities in full compliance with all applicable environmental laws;
keeping the political activities of the Company’s employees, officers and directors separate from the Company’s business;
prohibiting any illegal payments to any government officials or political party representatives of any country; and
complying with all applicable state and federal securities laws.

In furtherance of the Company’s pursuit of the objectives listed above, all employees, officers and directors shall comply with all applicable governmental laws, rules and regulations, including without limitation those regulating public company accounting and reporting, securities regulation, export restrictions, trade practices and advertising, antitrust, foreign corrupt practices, and civil rights.

All employees, officers and directors shall also refrain from illegally trading the Company’s securities while in possession of material, nonpublic (“inside”) information. The Company’s Insider Trading Policy, which is distributed to all employees, officers and directors at the time they join the Company, describes the nature of inside information and the restrictions placed on trading in the Company’s stock.

4. Conflicts of Interest

Employees, officers and directors should not be involved in any activity which creates or gives the appearance of a conflict of interest between their personal interests and the Company’s interests. A “conflict of interest” occurs when an individual’s private interest interferes in any way – or even appears to interfere – with the interests of the Company as a whole. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work on behalf of the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of such persons are of special concern.

In particular, no officer or employee shall:

be a consultant to, or a director, officer or employee of, or otherwise operate an outside business:
1. that markets products or services in competition with the Company’s current or potential products and services;
2. that supplies products or services to the Company; or
3. that purchases products or services from the Company;
have any financial interest, including stock ownership, in any such outside business that might create or give the appearance of a conflict of interest;
seek or accept any personal loan or services from any such outside business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;
be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the employee’s or officer’s responsibilities with the Company;
accept any personal loan or guarantee of obligations from the Company, except to the extent such arrangements are legally permissible;
conduct business on behalf of the Company with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives; or
use the Company’s property, information or position for personal gain.

The appearance of a conflict of interest may exist if an immediate family member of an employee, officer or director of the Company is a consultant to, or a director, officer or employee of, or has a significant financial interest in, a competitor, supplier or customer of the Company, or otherwise does business with the Company.

Employees shall notify their immediate supervisor of the existence of any actual, apparent or potential conflict of interest. Conflicts or potential conflicts involving officers or directors shall be brought to the attention of the Chairman of the Company’s Audit Committee.

5. Corporate Opportunities

Employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of the Company’s property, information or position unless approved by the Board of Directors; (b) using Company property, information or position for personal gain; or (c) competing with the Company. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

6. Confidentiality

Employees, officers and directors shall maintain the confidentiality of all information entrusted to them by the Company or its suppliers, customers or other business partners, except when disclosure is authorized by the Company or legally required.

Confidential information includes (1) information marked “Confidential,” “Private,” “For Internal Use Only,” or similar legends, (2) technical or scientific information relating to current and future products, services or research, (3) business or marketing plans or projections, (4) earnings and other internal financial data, (5) personnel information, (6) supplier and customer lists, and (7) other non-public information that, if disclosed, might be of use to the Company’s competitors, or harmful to the Company or its suppliers, customers or other business partners.

To avoid inadvertent disclosure of confidential information, employees, officers and directors shall not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends.

7. Protection and Proper Use of Company Assets

Employees, officers and directors are personally responsible for protecting those Company assets which are entrusted to them and for helping to protect the Company’s assets in general. Employees, officers and directors shall use the Company’s assets for the Company’s legitimate business purposes only.

8. Fair Dealing

The Company is committed to promoting the values of honesty, integrity and fairness in the conduct of its business and sustaining a work environment that fosters mutual respect, openness and individual integrity. Employees, officers and directors are expected to deal honestly and fairly with each other and with the Company’s customers, suppliers, competitors and other third parties. To this end, employees, officers and directors shall not:

make false or misleading statements to customers, suppliers or other third parties;
make false or misleading statements about competitors;
solicit or accept from any person that does business with the Company, or offer or extend to any such person,
1. cash of any amount; or
2. gifts, gratuities, meals or entertainment that could influence or reasonably give the appearance of influencing the Company’s business relationship with that person or go beyond common courtesies usually associated with accepted business practice;
solicit or accept any fee, commission or other compensation for referring customers to third-party vendors; or
otherwise take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.

9. Accurate and Timely Reports

The Company is committed to providing investors with full, fair, accurate, timely and understandable disclosure in the reports that it is required to file with the Securities and Exchange Commission and in other public communications made by the Company. To this end, the Company, and its employees and officers, shall:

comply with the Company’s accounting policies at all times, including, where appropriate, generally accepted accounting principles;
maintain and participate in a system of internal control that provides reasonable assurance to management that transactions are properly recorded;
maintain books and records that accurately and fairly reflect the Company’s transactions;
prohibit the establishment of any undisclosed or unrecorded assets or liabilities; and
maintain and participate in a system of internal control that provides reasonable assurance to management that material information about the Company is known to management.

10. Reporting and Effect of Violations

Employees are encouraged to report, in person or in writing, any known or suspected violations of laws, governmental regulations or this Code to their supervisor, manager or other appropriate personnel. Any violation or suspected violation involving an officer or director shall be reported to the Chair of the Company’s Audit Committee. Employees, suppliers, or third parties may also report suspected violations through the anonymous Employee Hotline described in the Company’s Employee Policies. The Hotline number is 1-800-601-2059. The Company will not allow any retaliation against an officer or employee who acts in good faith in reporting any such violation.

The Company’s senior management or Audit Committee will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Employees and officers who violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.

11. Waivers

The provisions of this Code may be waived for officers and directors only by a resolution of the Company’s Board of Directors. Any change in or waiver of this Code may be subject to public disclosure as required by applicable laws and regulations and the listing standards of the New York Stock Exchange.