Corporate Governance

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
Chairperson Chairperson Committee Member Member Financial Expert Financial Expert
Lead Director Lead Director
 AuditExecutive Compensation & Human ResourcesNominating & Governance
Clarie L. Arnold, (63) 
Clarie L. Arnold, (63)
Director since 1994


Ms. Arnold has been Chair and Chief Executive Officer of Leapfrog Services, Inc., a privately-held technical outsourcing company, since April 1998. Ms. Arnold served as President and Chief Executive Officer of Nicotiana Enterprises, Inc., a family holding company, from November 1992 to April 1994. Prior to that, Ms. Arnold was Chair and Chief Executive Officer of NCC L.P. from August 1979 to November 1992. Ms. Arnold also serves as a director of Schweitzer-Mauduit International, Inc.... 
  Committee Member Chairperson
Kevin T. Clayton, (47) 
Kevin T. Clayton, (47)
Director since 2006


Mr. Clayton has served as President and Chief Executive Officer of Clayton Homes, Inc. (a Berkshire Hathaway Company) since 1999. Prior to serving as President and Chief Executive Officer, Mr. Clayton served as Chief Operating Officer of Clayton Homes, Inc. from 1997 to 1999 and as Vice President of Clayton Homes, Inc. and President of Vanderbilt Mortgage and Finance, Inc. from 1995 until 1997. ... 
Committee Member   Committee Member
James A. Haslam, III (56)  Lead Director
James A. Haslam, III (56)
Director since 1999


Mr. Haslam has been President and Chief Executive Officer of Pilot Travel Centers, LLC, a nationwide operator of travel centers, since September 2001. Mr. Haslam served as Chief Executive Officer of Pilot Corporation, an operator of convenience stores and travel centers in 36 states, from July 1995 to September 2001 and since October 2008. From 1976 to 1995, Mr. Haslam was Executive Vice President of Pilot Corporation. Mr. Haslam also serves as a director of First Horizon National Corporation.... 
   Committee Member
Bernard Lanigan, Jr. (62) 
Bernard Lanigan, Jr. (62)
Director since 2001


Mr. Lanigan founded and has served as Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc., a registered investment advisor and wealth management company, since 1981. Also, Mr. Lanigan founded and has served as Chairman of Lanigan & Associates, P.C., Certified Public Accountants and Consultants, since 1974.... 
Chairperson   Committee Member
R. Brad Martin, (58) 
R. Brad Martin, (58)
Director since 2008


Mr. Martin served as the Chairman and Chief Executive Officer of Saks Incorporated from 1989 until January 2006 and remained Chairman until May 2007. Mr Martin also serves as a director of First Horizon National Corporation, lululemon athletica, inc. and Dillard's Inc.... 
  Committee Member Committee Member
Dr. Donald Ratajczak, (67) 
Dr. Donald Ratajczak, (67)
Director since 1981


Dr. Ratajczak is a consulting economist who, from May 2000 until April 2003, was Chairman and Chief Executive Officer of BrainWorks Ventures, Inc. (formerly known as Auric Metals Corporation), a company that provided investment and advisory services for startup technology companies. From July 1973 until his retirement in June 2000, Dr. Ratajczak served as Professor and Director of the Economic Forecasting Center at Georgia State University. Dr. Ratajczak also serves as a director of Crown Crafts... 
Committee Member   Committee Member
Stephen I. Sadove, (59) 
Stephen I. Sadove, (59)
Director since 2002


Mr. Sadove has served as Chief Executive Officer of Saks Incorporated since January 2006 and assumed the position of Chairman of the Board in May 2007. Before becoming Chief Executive Officer, Mr. Sadove served Saks Incorporated as Vice Chairman from 2004 to 2006 and Chief Operating Officer from 2002 to 2006. Prior to his position with Saks Incorporated, Mr. Sadove served as Senior Vice President of Bristol-Myers Squibb Company and as President of Worldwide Beauty Care from September 2000 to Jan... 
  Chairperson Committee Member
Governance Documents
Download Corporate Governance DocumentationAudit Committee Charter
Download Corporate Governance DocumentationExecutive Compensation and Human Resources Committee Charter
Download Corporate Governance DocumentationNominating and Governance Committee Charter
Download Corporate Governance DocumentationCode of Business Conduct and Ethics
Download Corporate Governance DocumentationCode of Ethical Conduct for Financial Professionals
Download Corporate Governance DocumentationCorporate Governance Guidelines
Download Corporate Governance DocumentationWhistleblower Policy
Download Corporate Governance DocumentationCategorical Standards for Director Independence