Committee Composition


Below is a summary of our committee structure and membership information. To read more about any of the committees click on the committee name listed at the top of the table. To learn more about our board members, click on the individual's name or visit the Board of Directors area of our web site.
Audit Committee Compensation Committee Executive Committee Finance Committee Governance and Nominating Committee Science and Technology Committee Strategic Planning and Capital Allocation Committee
Outside Directors
Nancy C. Andrews M.D., Ph.D. Governance and Nominating Committee Science and Technology Committee
Robert J. Bertolini Audit Committee Executive Committee Strategic Planning and Capital Allocation Committee
Deborah T. Kochevar, D.V.M., Ph.D., D.A.C.V.C.P. Executive Committee Governance and Nominating Committee Science and Technology Committee
George Llado Compensation Committee Governance and Nominating Committee Science and Technology Committee
George E. Massaro Audit Committee Compensation Committee
George M. Milne Jr., Ph.D. Executive Committee Finance Committee Governance and Nominating Committee Science and Technology Committee
C. Richard Reese Compensation Committee Executive Committee Strategic Planning and Capital Allocation Committee
Richard F. Wallman Compensation Committee Executive Committee Finance Committee Strategic Planning and Capital Allocation Committee
Virginia M. (Gina) Wilson Audit Committee Executive Committee Governance and Nominating Committee
Inside Directors
James C. Foster Executive Committee Strategic Planning and Capital Allocation Committee
Martin Mackay, Ph.D. Finance Committee Science and Technology Committee
= Chairperson = Member = Chairman of the Board = Financial Expert = Lead Director
Audit Committee

The Audit Committee reviews the work of the Company’s internal accounting and audit processes and the work of the Company’s independent auditors. The Committee also engages the Company’s independent auditors and pre-approves all audit and non-audit services to be provided by the independent auditors.

Click here to view our Audit Policy.

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Compensation Committee

The Compensation Committee reviews, approves and makes recommendations of the Company’s incentive and equity-based compensation plans to ensure that they meet corporate objectives. In addition, the Compensation Committee reviews compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board are carried out and that such policies, practices and procedures contribute to the success of the Company. The Compensation Committee reviews the CEO’s recommendations on compensation for all Company officers and on adopted and changed major compensation policies and practices, and reports its recommendations to the Board for approval. The Compensation Committee also administers the Company’s stock plans and determines compensation of the CEO.

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Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee oversees matters of corporate governance, including Board performance and considers director nominees, including those submitted by shareholders in accordance with the By-laws. The Committee also makes recommendations to the Board on all matters relating to the Board, including development and implementation of policies on composition, participation and size of the Board, changes in the organization and procedures of the Board and compensation of non-employee directors. This Committee also performs other duties as are described in the Governance Guidelines.

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Executive Committee

While it is the general policy of the Company that all major decisions be considered by the Board as a whole, the Board has delegated authority to an Executive Committee to act on its behalf only in circumstances in which it is not feasible to convene the full Board or when authority has been specifically delegated to the Executive Committee by the full Board. The Executive Committee currently consists of the Chairman of the Board and four independent directors appointed by the full Board.

Science and Technology Committee

The Science and Technology Committee focuses on identifying significant emerging trends in science and technology as well as considers the potential impact of these trends on the Company. It is also responsible for periodically reviewing and advising the Board on the Company’s strategic direction and investment in research and development activities.

Strategic Planning and Capital Allocation Committee

The Strategic Planning and Capital Allocation Committee is responsible for reviewing our capital structure, financial strategies, major acquisitions and investment policies to support prudent and effective capital allocation. The Strategic Planning and Capital Allocation Committee is responsible for oversight of risks relating to material financial decisions, credit policies and ratings, investment strategies, and our debt and equity structure. To satisfy these oversight responsibilities, the Committee receives assistance and reports from our senior management from time to time.

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