Investors-Corporate Governance. The Board has determined that each member of the Audit, Human Capital and Compensation and Corporate Governance and Sustainability Committees is
independent as required under NYSE listing standards and our charter. Each member of the Finance and Capital Planning Committee is also independent.
Audit
Committee
The Audit Committee assists the Board of Directors with oversight of matters relating to accounting, internal control, auditing,
financial reporting, risk and legal and regulatory compliance. The committee oversees the audit and other services provided by our independent registered public accounting firm, and is directly responsible for the appointment, independence,
qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly to the committee. The committee also oversees the companys internal audit function and the chief audit executive, who
reports directly to the committee. The Audit Committee Report for 2021 is included in this Proxy Statement under Audit Committee Report.
The Board has determined that all of the committee members are independent, financially literate and qualify as audit committee financial
experts under SEC rules and NYSE listing standards.
Human Capital and Compensation Committee
The Human Capital and Compensation Committee approves the compensation of our Chief Executive Officer, or CEO, and our other executive officers,
administers our executive benefit plans, including the granting of awards under our equity incentive plans, and advises the Board on director compensation. In February 2021, the Board expanded the role and responsibilities of the Compensation
Committee, renamed the Human Capital and Compensation Committee, to include primary oversight of our companys key human capital management strategies and programs, including relating to diversity, equity and inclusion. Throughout 2021, the
Human Capital and Compensation Committee received briefings on and discussed a variety of human capital management topics, including strategies and metrics related to diversity, equity and inclusion, employee engagement survey and topics related to COVID-19.
Our CEO, Executive Chairman and Brand Chief and other senior executives evaluate the performance of our
executive officers and make recommendations to the Human Capital and Compensation Committee concerning their compensation. The committee considers these evaluations and recommendations, and its evaluation of the Executive Chairman and Brand Chief
and the CEO in determining the compensation of our Executive Chairman and Brand Chief, CEO and our other executive officers.
The Human Capital and
Compensation Committee is also primarily responsible for reviewing and assessing risks arising from our compensation policies and practices. In February 2022, the committee conducted, with the assistance of management, a risk assessment of our
compensation policies and practices, which included a review of our material compensation programs, the structure and nature of these programs, the short-term and long-term performance incentive targets used in these programs and how they relate to
our business plans and creating stockholder value, corporate governance policies with respect to our compensation programs, including our stock ownership guidelines, and other aspects of our compensation programs. Based on this review and
assessment, the committee concluded that the risks related to our compensation policies and practices are not reasonably likely to have a material adverse effect on our company.
Pursuant to its charter, the Human Capital and Compensation Committee has the authority to obtain advice and assistance from advisors, including
compensation consultants. In 2021, the committee engaged the services of an independent compensation consultant, Willis Towers Watson, or WTW, to provide executive compensation consulting services to the committee. This independent consultant
reports directly to the committee and the committee retains sole authority to retain and
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