Corporate Governance

Management
Mr. Henry J. Herrmann
Chief Executive Officer and Chairman of the Board
Mr. Henry J. Herrmann
Chief Executive Officer and Chairman of the Board


Hank Herrmann is Chief Executive Officer of Waddell & Reed Financial, Inc., a national asset management and distribution company headquartered in Overland Park, Kansas. Mr. Herrmann also serves as Chief Executive Officer and Chairman of the Investment Policy Committee of Waddell & Reed Investment Management Company and Ivy Investment Management Company. In his role as Chairman of the Investment Policy Committee, Mr. Herrmann works with the CIO and Investment Management Division regarding t... 

Mr. Michael  L. Avery
President, Portfolio Manager
Mr. Michael  L. Avery
President, Portfolio Manager


Michael Avery is President of Waddell & Reed Financial, Inc. (WDR), a national asset management and distribution company headquartered in Overland Park, Kansas. Mr. Avery is Executive Vice President of Waddell & Reed Investment Management Company (WRIMCO) and Ivy Investment Management Company (IICO).

Mr. Avery joined Waddell & Reed in 1981 as an investment analyst following the healthcare industry. In June 1986 he was appointed Vice President of Investor Relations of Torchmark Corporation... 

Mr. Thomas W. Butch
Executive Vice President, Chief Marketing Officer
Mr. Thomas W. Butch
Executive Vice President, Chief Marketing Officer


Thomas W. Butch is Executive Vice President and Chief Marketing Officer of Waddell & Reed Financial, Inc.; Chairman and President of Waddell & Reed, Inc.; and President and Chief Executive Officer of Ivy Funds Distributor, Inc. In these roles, he is responsible for managing Waddell & Reed’s broker/dealer subsidiaries, including sales of Waddell & Reed Advisors Funds, Ivy Funds and Ivy Funds Variable Insurance Portfolios (formerly W&R Target Funds), both through Waddell & Reed financial adviso... 

Mr. Brent K. Bloss
SVP, Chief Financial Officer and Treasurer
Mr. Brent K. Bloss
SVP, Chief Financial Officer and Treasurer
Philip J. Sanders
Chief Investment Officer
Philip J. Sanders
Chief Investment Officer
Ms. Wendy J. Hills
Senior Vice President, Chief Legal Officer
Ms. Wendy J. Hills
Senior Vice President, Chief Legal Officer


Wendy J. Hills is General Counsel and Chief Legal Officer of Waddell & Reed Financial, Inc., a national asset management and distribution company headquartered in Overland Park, Kansas. Ms. Hills is also General Counsel for all of the Waddell & Reed and Ivy companies. In these roles, she is responsible for all legal, regulatory and corporate governance matters. Ms. Hills began her career with Waddell & Reed shortly after the Company's initial public offering in 1998. Initially hired as th... 

Mr. Michael D. Strohm
Senior Vice President, Chief Operations Officer
Mr. Michael D. Strohm
Senior Vice President, Chief Operations Officer


Michael D. Strohm is Senior Vice President and Chief Operations Officer of Waddell & Reed Financial, Inc., a national asset management and distribution company headquartered in Overland Park, Kansas. Mr. Strohm is President of Waddell & Reed Services Company; Chief Executive Offi cer and Chief Operations Officer of Waddell & Reed, Inc., the principal underwriter of the Waddell & Reed Advisors Funds, Ivy Funds, Ivy Funds Variable Insurance Portfolios (formerly W&R Target Funds), and Wadd... 

Mr. John E. Sundeen, CFA
Senior Vice President, Chief Administrative Officer
Mr. John E. Sundeen, CFA
Senior Vice President, Chief Administrative Officer


John E. Sundeen is Executive Vice President, Chief Administrative Officer of Waddell & Reed Investment Management Company and Ivy Investment Management Company. Mr. Sundeen also serves as Senior Vice President, Chief Administrative Offi cer-Investments of Waddell & Reed Financial, Inc., a national asset management company headquartered in Overland Park, Kansas.

Mr. Sundeen joined Waddell & Reed in 1983 and after serving as an analyst in the fixed income department he became a portf... 

Board of Directors
Sharilyn S. Gasaway
Former Executive Vice President and CFO of Alltel Corporation, Little Rock, AR
Sharilyn S. Gasaway
Former Executive Vice President and CFO of Alltel Corporation, Little Rock, AR


Sharilyn S. Gasaway. Ms. Gasaway has been a director of the Company since July 2010. She has served as a director of Genesis Energy, L.P., a Houston, Texas diversified midstream energy master limited partnership, since March 2010 and of J.B. Hunt Transport Services, Inc., a transportation logistics company in Lowell, Arkansas, since February 2009. From February 2006 to January 2009, she served as Executive Vice President and Chief Financial Officer of Alltel Corporation ("Alltel"), a U... 
Thomas C. Godlasky
Former CEO of Aviva North America, Chicago, IL
Thomas C. Godlasky
Former CEO of Aviva North America, Chicago, IL


Thomas C. Godlasky. Mr. Godlasky has been a director of the Company since July 2010. Mr. Godlasky served as Chief Executive Officer of Aviva North America from July 2007 to March 2010. Mr. Godlasky also served in the dual position as Chief Executive Officer and President of Aviva USA from November 2006 to November 2009. Prior thereto, Mr. Godlasky served as Chairman of the Board, Chief Executive Officer and President of AmerUs Group, which was acquired by Aviva plc in 2006, from Novem... 
Mr. Henry J. Herrmann
Chief Executive Officer and Chairman of the Board
Mr. Henry J. Herrmann
Chief Executive Officer and Chairman of the Board


Henry J. Herrmann has been Chief Executive Officer since May 2005. Mr Herrmann served as President from March 1998 to May 2005, and as Chief Investment Officer from March 1987 to June 2005. He has also served as a Director of the Company since March 1998. Mr. Herrmann is a Director of the Waddell & Reed Advisors Group of Mutual Funds, Ivy Funds, Inc. (formerly, known as "W&R Funds, Inc."), W&R Target Funds, Inc., and Waddell & Reed InvestEd Portfolios, Inc. and a Trustee of the Ivy Fund... 
Mr. Alan W. Kosloff
Lead Independent Director and Chairman, Kosloff & Partners, LLC., Kansas City, MO
Mr. Alan W. Kosloff
Lead Independent Director and Chairman, Kosloff & Partners, LLC., Kansas City, MO


Alan W. Kosloff. Mr. Kosloff has been a Director of the Company since January 2003 and Lead Independent Director since January 2010. Prior thereto, he served as Chairman of the Board from May 2005 through December 2009. He has served as Chairman of Kosloff & Partners, LLC, Kansas City, Missouri, a consulting and investment firm since April 1996. Previously, he served as Chairman of Jones & Mitchell, Olathe, Kansas, an imprinted and licensed sportswear company from October 1997 to Marc... 
Mr.  Dennis E. Logue
Chairman, Ledyard National Bank, Hanover, NH
Mr.  Dennis E. Logue
Chairman, Ledyard National Bank, Hanover, NH


Dennis E. Logue. Mr. Logue has been a Director of the Company since January 2002. He has served as Chairman of the Board of Ledyard National Bank, Hanover, New Hampshire, since August 2005. Additionally, Mr. Logue has served as an Emeritus Professor of Management at the Amos Tuck School, Dartmouth College since August 2005. He served as Dean of the Michael F. Price College of Business at the University of Oklahoma from July 2001 to September 2005. Prior thereto, Mr. Logue held numero... 
Michael F. Morrissey
Retired Partner, Ernst & Young, LLP, Naples, FL
Michael F. Morrissey
Retired Partner, Ernst & Young, LLP, Naples, FL


Michael F. Morrissey. Mr. Morrissey has been a director of the Company since July 2010. He has been a director of Ferrellgas Partners, L.P., a propane gas marketing and distribution company in Overland Park, Kansas since 1999 and of Westar Energy, Inc., an electric service company based in Topeka, Kansas since 2003. Mr. Morrissey retired in September of 1999 after serving 24 years, including 17 years as a partner, of Ernst & Young LLP, an auditing and financial services firm. Prior to ... 
Mr. James M. Raines
President of James M. Raines and Company, San Antonio, TX
Mr. James M. Raines
President of James M. Raines and Company, San Antonio, TX


James M. Raines. Mr. Raines has been a Director of the Company since July 1998. He has served as President of James M. Raines and Company, San Antonio, Texas, an investment banking firm since September 1988 and served as a director of Clear Channel Outdoor Holdings, Inc., a San Antonio, Texas outdoor advertising company from November 2005 through May 2010.... 
Mr. Ronald C. Reimer
Former President of Reimer and Kroger Associates, Merriam, KS
Mr. Ronald C. Reimer
Former President of Reimer and Kroger Associates, Merriam, KS


Ronald C. Reimer. Mr. Reimer has been a Director of the Company since March 2001. He is currently on the Board of Advisors, and is a member of the Finance Committee, of Truman Medical Center Hospital, Kansas City, Missouri ("TMC"). He also serves on the Board of Directors, and as the Secretary and Treasurer, of the TMC Charitable Foundation. Mr. Reimer is associated with the TMC Professional and General Liability Self-Insurance Trust as Chairman of the Management Committee. He also s... 
Mr. Jerry W. Walton
Consultant and former Chief Financial Officer of J.B. Hunt Transport Services, Inc., Lowell, AR
Mr. Jerry W. Walton
Consultant and former Chief Financial Officer of J.B. Hunt Transport Services, Inc., Lowell, AR


Jerry W. Walton. Mr. Walton has been a Director of the Company since April 2000. Mr. Walton currently serves as a business consultant to several companies, including J.B. Hunt Transport Services, Inc., a transportation provider in Lowell, Arkansas, for whom he served as Executive Vice President of Finance and Administration and Chief Financial Officer from October 1991 until September 2009. Prior thereto, Mr. Walton served as a tax partner with KPMG, with whom he had been employed sinc... 

Audit Committee Charter
Compensation Committee Charter
Nominating and Corporate Governance Committee Charter
Corporate Code of Business Conduct and Ethics for Directors and Employees
Corporate Governance Guidelines
Whistleblower Policy
Policy Regarding Director Recommendations by Stockholders
Communication Policy
Director Attendance Policy
Directorship Guidelines and Selection Policy
Policy for Hiring Employees of the Independent Auditing Firm
Trading Policy



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