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PERSONNEL AND COMPENSATION COMMITTEE REPORT
The Personnel and Compensation Committee is comprised entirely of independent directors and has the responsibility for reviewing and
recommending changes in our executive compensation policies and programs to the Board of Directors. The Committee also reviews and makes recommendations for all compensation payments to our chief
executive officer and other executives, which are approved by the Board of Directors as a whole.
Personnel and Compensation Committee has reviewed and met with management to discuss the disclosures contained in the section of this proxy statement entitled "Executive
Compensation Compensation Discussion and Analysis." Based on that review and discussions with management, the Personnel and Compensation Committee recommended to the Board of
Directors, and the Board of Directors approved, including the disclosures contained in the section entitled "Compensation Discussion and Analysis" in this proxy statement and, by incorporating that
section by reference, in the Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the SEC.
AND COMPENSATION COMMITTEE
N. Chapman, Chairman
Patrick J. Bartels, Jr.
Scott D. Vogel
material contained in this Personnel and Compensation Committee Report does not constitute soliciting material, is not deemed filed with the SEC, and is not incorporated by reference
into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Proxy Statement and
irrespective of any general incorporation language in such filing, except to the extent that the Company specifically incorporates the Personnel and Compensation Committee Report by reference therein.