Investor Relations

Corporate Governance and Nominating Committee Charter

Approved by the Board of Directors on December 7, 2015

The primary objectives of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (“Board”) of Omega Protein Corporation (“the Company”) are:
 
  • To oversee the annual evaluation of the Board and the committees of the Board
  • To keep the Board and Company management apprised of corporate governance matters that affect the Company,
  • To identify individuals qualified to become Board members, and
  • To select, or recommend that the Board select, the director nominees for the next annual meeting of stockholders.
The Committee shall consist of at least three members, and all members serving on the Committee shall be independent under the then applicable definitions set forth by the New York Stock Exchange, the Securities and Exchange Commission and the Board. The Committee’s composition shall also satisfy the requirements as shall be provided in the Company’s Bylaws or as the Board shall otherwise determine.
 
The members of the Committee and the Committee Chairman shall be appointed, and may be replaced, by the Board after the Board’s consideration of the recommendations of the Committee as to the Committee’s membership and Committee Chairman. Committee members and the Committee Chairman shall serve until they are replaced, they resign or their successors shall be duly elected and qualified.

The Committee shall meet as often as may be deemed necessary or appropriate. The Committee may ask members of management or other persons to attend meetings or to provide relevant information. The Committee may determine its own rules of procedure and may meet where and as provided by such rules or by resolution of the Committee.

The Committee, to the extent it deems necessary or appropriate, shall:
 
  1. Review and report to the Board as necessary or appropriate with regard to matters of corporate governance (which is defined for this purpose as the relationship of the Board, the stockholders and management in determining the direction and performance of the Company).
  2. Develop and periodically review and assess the effectiveness of the Board’s Corporate Governance Guidelines and Committee charters, and recommend to the Board proposed revisions to these Guidelines and charters.
  3. Identify and screen individuals qualified to become members of the Board consistent with criteria approved by the Board.
  4. Select and recommend to the Board for approval director nominees to be presented for stockholder approval at the annual meeting.
  5. Select and recommend to the Board for approval director nominees to fill vacancies on the Board as necessary.
  6. Make recommendations to the Board regarding the size and composition of the Board and develop and recommend to the Board criteria (such as, independence, experience relevant to the needs of the Company, leadership qualities, diversity and ability to represent all stockholders) for the selection of individuals to be considered as candidates for election to the Board.
  7. Oversee the annual evaluation of the Board and the committees of the Board.
The responsibilities and duties set forth above are meant to serve as a guide, with the understanding that the Committee may diverge from the specific duties enumerated as necessary or appropriate given the circumstances.

The Committee will conduct an evaluation of the Committee’s performance at least annually and review this Charter periodically, and will report to the Board any recommended changes to this Charter.

The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates. The Committee shall have sole authority to retain and terminate any such search firm, including sole authority to approve the firm’s fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.
 
The Committee shall undertake any other action or exercise such other powers, authority and responsibilities as necessary or appropriate to the discharge of the responsibilities and duties set forth in this Charter or the Company’s Bylaws, or otherwise required by the regulations of the New York Stock Exchange or other applicable laws, rules or regulations, or as shall otherwise be determined by the Board.
 
The Committee may delegate authority to individuals or subcommittees of the Committee when it deems appropriate, provided the individuals or subcommittees are composed entirely of independent directors.

This Charter will be made available on the Company’s website.



Committee Members

David A. Owen

David A. Owen
Director

DAVID A. OWEN has been a director of the Company since February 2010. Mr. Owen has been a partner in the law firm of Dickinson Wright PLLC since January 2015. Prior to that date, Mr. Owen was a partner in the law firm of Bingham Greenebaum Doll LLP and its predecessor entity, Greenebaum Doll & McDonald PLLC, for more than the last five years, where he served in firm management as Deputy Chairman, a member of the Compensation Committee and various other management positions. He represents businesses in a variety of complex commercial litigation matters. Mr. Owen's litigation practice includes environmental, agribusiness, anti-trust, securities and environmental enforcement matters. Mr. Owen received his B.S. in Chemical Engineering from Clemson University and his J.D. from Northern Kentucky University, Salmon P. Chase College of Law.

Stephen C. Bryan

Stephen C. Bryan
Director

STEPHEN C. BRYAN has been a director of the Company since June 2014.  Mr. Bryan currently manages his personal investments.  Mr. Bryan served as the President and Chief Executive Officer of Delavau, LLC, a vitamin and mineral supplement and technology-based food ingredient manufacturer, from 2003 to March 2013 and was responsible for directing all aspects of Delavau's business with a focus on sales, operations and product development. Prior thereto, Mr. Bryan was President of the Great Lakes Division of TCI/AT&T Broadband, a cable, telecommunications and internet service company, and President of Entenmann's Bakery Company, a fresh baked goods manufacturing company. Mr. Bryan also has more than twenty years of general management and marketing experience with Kraft Foods, General Foods, and Frito-Lay. Mr. Bryan also served as a pilot for the U.S. Navy.

Michael N. Christodolou

Michael N. Christodolou
Director

Michael N. Christodolou has been a director of the Company since June 2016. He has over thirty years of investment and corporate governance experience with publicly-traded companies. Mr. Christodolou serves as the Manager of Inwood Capital Management LLC, a private investment firm he founded in 2000. From 1988 to 1999 Mr. Christodolou was employed by Bass Brothers/Taylor & Company, the public equity investment group for certain members of the Bass family of Fort Worth, Texas.  Mr. Christodolou has also served as the Chairman of Lindsay Corporation from January 2003 to January 2015 and has been a Director of the company since January 1999.  Previously he served as a Director of XTRA Corporation from 1998 to September 2001, a Director of Quest Capital Group LLC from March 2011 to June 2015 and a Director of Farmland Partners Inc. from November 2015 to February 2016.  Mr. Christodolou received a B.S. in Economics and an M.B.A. from the Wharton School of the University of Pennsylvania.

Dr. Celeste A. Clark

Dr. Celeste A. Clark
Director

CELESTE A. CLARK has been a principal at Abraham Clark Consulting, LLC, a health and regulatory policy consulting firm, since 2012. Dr. Clark has served for almost 35 years at Kellogg Company, most recently as the company’s senior vice president of global public policy and external relations, chief sustainability officer and a member of the global executive leadership team. Dr. Clark also served as president of the Kellogg Citizenship Fund, the company’s philanthropic entity, and was a company liaison worldwide between professional organizations, academic institutions, government agencies, and industry associations on nutrition, health policy and advertising practices. Dr. Clark served as a director and member of the nominating and governance and compensation committees of Diamond Foods, Inc. until its 2016 acquisition by Snyder’s-Lance, Inc. She is a director of AdvancePierre Foods and chairs the nominating and governance committee and is a member of the audit committee, Mead Johnson Nutrition Company where she has served on the nominating and governance and risk and compliance committees and currently serves on the science and technology and audit committees, a member of the board of trustees and the audit and board development committees of the W.K. Kellogg Foundation, and she is a member of the board of directors and nominating and governance committee of AAA Michigan. Dr. Clark is an adjunct professor in Food Science and Human Nutrition at Michigan State University. She is the principal of Abraham Clark Consulting, LLC which specializes in leadership development, health policy and regulatory affairs. In addition to her global business experience, Dr. Clark has industry experience in various nutrition, consumer products, public policy, risk management, governance and philanthropic matters.

 
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Dec 15, 2017

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