All members of the Committee are independent directors as defined by the NYSE and are not eligible to participate in any of the plans or programs administered by the Committee, except the 2020 Long-Term Incentives Plan.

The principal functions of the Compensation and Talent Management Committee are:

• Evaluate the performance of our senior executives and review management succession and development plans.
• Review the design and competitiveness of our compensation plans.
• Review and approve salaries and other compensation of officers, and review the salary plan for other executives who are direct reports to the Chief Executive Officer.
• Oversee succession and development plans for senior management.
• Review and discuss with management strategies and initiatives relating to talent management and employee engagement.
• Review and approve corporate goals and objectives.
• Administer our incentive, deferred compensation and long-term incentives plans.
• Determine salaries, incentive compensation and long-term incentive awards for all officers.