Over the years our Board of Directors has been proactive in soliciting and responding to shareholder feedback, and following the recommendations of the Governance and Nominating Committee and the Compensation Committee, implemented the following corporate governance changes:
- We eliminated director meeting fees, which previously applied after a director had attended eight meetings of the Board, or eight meetings of a committee that he or she attended as a member.
- We modified the LTIP award program to provide that performance stock units are measured over a three year performance period against the pre-set metrics and are subject to the relative Total Shareholder Return ("rTSR") modifier to create a better alignment between Company performance and management compensation.
- We adopted an Executive Stock Ownership and Retention Policy (“Stock Ownership Policy”) applicable to all of our executive officers.
- We adopted a recoupment policy (otherwise known as a "claw-back") providing that in the event of a material financial restatement or the imposition of a material financial penalty, the Company may recoup incentive-based compensation received by our executive officers during a three-year look-back period.
- We shifted our Short-Term Incentive Compensation Plan for our executive officers to be more performance-based by establishing financial performance metrics for calculating annual incentive award payouts.
- We made cumulative EBITDA at each of Everspan and Xchange additional performance-based financial metrics in our Long-Term Incentive Compensation Plan.