Committee Composition

Board Leadership Structure

Our CEO serves as the Chairman of the Board, and we have a Lead Independent Director Mr. Stephen P. Casper, who is responsible, among other things, for consulting with the Chairman regarding the agenda for each Board meeting and coordinating the activities of the non-employee directors and the Board, in general, including presiding over the executive sessions of non−employee directors.

Audit Committee

Led by Ms. Altobello (Chair), the Audit Committee of our Board of Directors reviews, acts on and reports to our Board of Directors with respect to various auditing and accounting matters, including the recommendation of our independent registered public accounting firm, the scope of the annual audits, the fees to be paid to the independent registered public accounting firm, the performance of the independent registered public accounting firm and our accounting practices. The Audit Committee currently consists of Ms. Altobello, Mr. Cruger, Ms. Gibson and Mr. Gmelich. The Board of Directors has determined that each member of the Audit Committee is an independent director in accordance with Nasdaq listing standards and is a Audit Committee financial expert, as defined by SEC guidelines and as required by the applicable Nasdaq listing standards.

Compensation and Talent Committee

Led by Mr. Begleiter (Chair), the Compensation and Talent Committee of the Board of Directors recommends, reviews and oversees the salaries, benefits and stock option plans for our employees, consultants, directors (other than non−employee directors) and other individuals whom we compensate. The Compensation and Talent Committee also administers our compensation plans and is responsible for oversight of the Company’s talent management processes, including talent acquisition, leadership development and succession planning for key roles, reviewing the Company’s diversity, equity and inclusion programs, and reviewing the Company’s corporate culture. The Compensation and Talent Committee currently consists of Mr. Begleiter, Ms. Altobello, Mr. Prager and Mr. Steinhardt. The Board of Directors has determined that each member of the Compensation and Talent Committee is an “independent director” in accordance with Nasdaq listing standards, a “non−employee director” under the applicable SEC rules and regulations and an “outside director” under the applicable tax rules.

Finance Committee

Led by Mr. Steinhardt (Chair), the Finance Committee assists the Board with its oversight of the Company’s global treasury activities, mergers, acquisitions, divestitures, and strategic investments, capital structure and capital allocation strategy, financing and liquidity requirements, dividends, stock repurchase authorizations, investor relations activities and insurance and self-insurance programs. The Finance Committee currently consists of Messrs. Steinhardt, Begleiter and Cruger.

Nominating and Corporate Governance Committee

Led by Mr. Cruger (Chair), the Nominating and Corporate Governance Committee of the Board of Directors selects nominees for director positions to be recommended by our Board of Directors for election as directors and for any vacancies in such positions, develops and recommends for our Board of Directors the Corporate Governance Guidelines of the Company and oversees the annual review of the performance of the Board of Directors, each director and each committee. The Nominating and Corporate Governance Committee currently consists of Mr. Cruger, Mr. Casper and Ms. Chwick. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is an independent director in accordance with Nasdaq listing standards.

Risk Committee

Led by Ms. Chwick (Chair), the Risk Committee assists the Board with its oversight of the Company’s risk management activities, with particular responsibility for overseeing designated areas of risk that are not the primary responsibility of another committee of the Board or retained for the Board’s direct oversight. Items delegated to the Risk Committee by the Board include technology risk, credit risk, clearing risk and regulatory risk. The Risk Committee currently consists of Ms. Chwick, Mr. Ketchum, Ms. Portney, and Mr. Prager.