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Investor relations

Committee charting

The Perspecta Board of Directors has three standing committees: the audit committee, the compensation committee and the nominating/corporate governance committee. The authority and responsibilities of each committee are set forth in its charter.


Each director serving on these three committees must be “independent” for purposes of Perspecta’s Corporate Governance Guidelines. In addition:

  • Each audit committee member must be “independent” for purposes of the rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission relating to audit committees, and must be financially literate. No member of the audit committee may simultaneously serve on the audit committees of more than three other public companies unless the board determines that such simultaneous service would not impair the member’s ability to effectively serve on the audit committee, which determination must be disclosed in Perspecta’s proxy statement. In addition, the company must disclose whether at least one member of the audit committee is an “audit committee financial expert.”

 

  • Each audit committee, compensation committee and nominating corporate governance member must be a “non-employee director” for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

The board has determined that:

Each director who is a member of a committee satisfies all the requirements for membership on that committee; and all members of the audit committee are qualified as an “audit committee financial expert” for purposes of the rules of the U.S. Securities and Exchange Commission.

Committee Charting

Sanju K. Bansal Sondra L. Barbour Lisa S. Disbrow Pamela O. Kimmet Philip O. Nolan Michael E. Ventling Mac Curtis J. Michael Lawrie Ramzi M. Musallam Paul N. Saleh
Audit committee CC
Compensation committee CC
Nominating and corporate governance committee CC
Audit committee Compensation committee Nominating and corporate governance committee
Other directors
Independent directors
Sanju K. Bansal
Sondra L. Barbour
Lisa S. Disbrow
Pamela O. Kimmet CC
Philip O. Nolan CC
Michael E. Ventling CC
Mac Curtis
J. Michael Lawrie
Ramzi M. Musallam
Paul N. Saleh *
CB= Chairman Of the board
CC= Chairperson
= Member

*In accordance with the Corporate Governance Standards of the New York Stock Exchange Listed Company Manual applicable to companies listing in conjunction with a spin-off transaction that were not previously required to file periodic reports with the SEC, Paul Saleh, a non-independent director, is permitted to serve on the Perspecta audit committee for a transitional period.