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BOARD OF DIRECTORS & COMMITTEES

BOARD OF DIRECTORS

ROBERT B. FORD

Robert B. Ford is ºù«ÍÞÊÓƵ's Chairman of the Board and Chief Executive Officer. He assumed the role of Chairman in December 2021, having been appointed President and Chief Executive Officer in March 2020.

Previously, he served as President and Chief Operating Officer; and as Executive Vice President, Medical Devices, leading ºù«ÍÞÊÓƵ's Diabetes Care, Cardiovascular and Neuromodulation businesses.

Mr. Ford earned a bachelor's degree from Boston College and a master's degree in business administration from UC Berkeley, Haas School of Business.

ROBERT J. ALPERN, M.D.

PROFESSIONAL BACKGROUND

  • Ensign Professor of Medicine and Professor of Internal Medicine at Yale School of Medicine since June 2004.
  • Dean of Yale School of Medicine from June 2004 to January 2020.
  • Dean of The University of Texas Southwestern Medical School from July 1998 to May 2004.
  • Served on the Board of Directors of Yale New Haven Hospital from October 2005 to January 2020.

OTHER PUBLIC COMPANY BOARDS
AbbVie Inc.

KEY QUALIFICATIONS AND EXPERTISE
As a result of his long-tenured leadership positions at the Yale School of Medicine and The University of Texas Southwestern Medical School, and as a former Director on the Board of Yale New Haven Hospital, Dr. Alpern contributes valuable insights to the Board through his medical and scientific expertise and his knowledge of the health care environment and the scientific nature of ºù«ÍÞÊÓƵ’s key research and development initiatives.

CLAIRE BABINEAUX-FONTENOT

PROFESSIONAL BACKGROUND

  • Chief Executive Officer of Feeding America, a U.S. hunger-relief charitable organization, since 2018.
  • Founder of CBF Consulting Group, LLC, a business consulting firm, since 2017.
  • Executive Vice President and Global Treasurer of Walmart Inc., a multinational retail corporation operating supercenters, discount department stores, and eCommerce websites, from 2014 to 2017.
  • Senior Vice President and Chief Tax Officer of Walmart, from 2007 to 2014.
  • Vice President of Audits and Tax Policy of Walmart, from 2004 to 2007.
  • Serves on the Board of Directors of New York Life Insurance Company and served on the Board of Directors of Charah Solutions, Inc. from 2018 to 2019.

KEY QUALIFICATIONS AND EXPERTISE
As the Chief Executive Officer of Feeding America, Ms. Babineaux-Fontenot provides ºù«ÍÞÊÓƵ’s Board with substantial experience in organizational governance, strategic planning, and supply chain and infrastructure management, and through her prior financial leadership roles at Walmart, Ms. Babineaux-Fontenot contributes extensive expertise and knowledge of global risk management and corporate finance and accounting matters for a multinational public company.

SALLY E. BLOUNT, PH.D.

PAOLA GONZALEZ

PROFESSIONAL BACKGROUND

  • Vice President, Global FP&A of The Clorox Company, a manufacturer and marketer of consumer and professional products, since June 2023.
  • Vice President and Treasurer of Clorox, responsible for treasury, investor relations, and real estate from 2018 to 2023.
  • Vice President of Finance, Household and Lifestyle Segments of Clorox from 2010 to 2017.
  • Vice President of Finance, Global Strategic Initiatives of Clorox from 2008 to 2010.
  • Held various leadership roles in finance across Clorox since joining Clorox in 1997.
  • Prior to Clorox, worked in finance for American Airlines in Latin America.

KEY QUALIFICATIONS AND EXPERTISE
As Vice President, Global FP&A of The Clorox Company, pursuant to which she provides financial leadership across all Clorox businesses and business development efforts, and through her prior roles in treasury, investor relations, and several of Clorox’s businesses, Ms. Gonzalez has considerable experience providing financial leadership to a multinational public company with multiple businesses, contributing significant financial expertise and knowledge of financial statements, corporate finance and accounting matters.

MICHELLE A. KUMBIER

PROFESSIONAL BACKGROUND

  • Senior Vice President and President, Turf & Consumer Products of Briggs & Stratton, LLC, a manufacturer and marketer of engines, batteries, and outdoor power equipment, since March 2022.
  • Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, a motorcycle and related products manufacturer, from 2017 to 2020.
  • Senior Vice President of Motor Company Product and Operations of Harley-Davidson from 2015 to 2017.
  • Held various other executive roles across Harley-Davidson, from 1997 to 2015.
  • Held various positions at Kohler Company, maker of premium plumbing products, from 1986 to 1997.

OTHER PUBLIC COMPANY BOARDS
Teledyne Technologies Incorporated,ÌýRyerson Holding Corporation

KEY QUALIFICATIONS AND EXPERTISE
Having served in several executive roles at Harley-Davidson, Ms. Kumbier contributes extensive experience in the management of a multinational public company, including significant manufacturing, product development, commercial, business development and strategic planning experience.

DARREN W. MCDEW

PROFESSIONAL BACKGROUND

  • Four-star general who served for 36 years in the United States military before retiring in October 2018.
  • Commander, U.S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018.
  • Held various leadership roles across the U.S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division.
  • Serves on the Board of Directors of United Services Automobile Association, Boys & Girls Club of America, and Manns Home Youth Foundation.

OTHER PUBLIC COMPANY BOARDS
Parsons Corporation, General Electric Company

KEY QUALIFICATIONS AND EXPERTISE
Through his extensive leadership in the U.S. Air Force, General McDew contributes significant experience managing large, complex global operations, including strategic planning, security and risk management, cybersecurity, and supply chain and infrastructure management, succession planning and leadership development.

NANCY MCKINSTRY

Lead Independent Director

PROFESSIONAL BACKGROUND

  • Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., a global information, software, and services provider, since September 2003, and a member of its Executive Board since June 2001. Ms. McKinstry has announced her retirement, effective February 2026.
  • Member of the European Round Table of Industrialists.
  • Serves on the Board of Directors of Russell Reynolds Associates and the Board of Overseers of Columbia Business School
  • Served on the Board of Directors of Telefonaktiebolaget LM Ericsson from 2004 to 2012.

OTHER PUBLIC COMPANY BOARDS
Accenture plc

KEY QUALIFICATIONS AND EXPERTISE
As the Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., Ms. McKinstry contributes global perspectives and management experience in a broad range of key issues impacting a large multinational business such as ºù«ÍÞÊÓƵ's, including global strategy and operations, risk management, corporate finance and financial reporting, and regulatory and compliance matters.

MICHAEL G. O'GRADY

PROFESSIONAL BACKGROUND

  • Chairman of Northern Trust Corporation, a multibank holding company, since 2019, Chief Executive OfficerÌýsince 2018, and President since 2017.
  • President, Corporate & Institutional Services of Northern Trust from 2014 to 2016.
  • Chief Financial Officer of Northern Trust from 2011 to 2014.
  • Managing Director, Investment Banking Group of Bank of America Merrill Lynch from 2000 to 2011.

OTHER PUBLIC COMPANY BOARDS
Northern Trust Corporation

KEY QUALIFICATIONS AND EXPERTISE
As the Chairman and Chief Executive Officer of Northern Trust Corporation, Mr. O’Grady has significant experience leading a global public company in a highly regulated industry, including oversight of operations and risk management, strategy and business development, and corporate governance. Mr. O’Grady also contributes broad financial expertise, including extensive experience in financial advisory and investment banking matters.

MICHAEL F. ROMAN

PROFESSIONAL BACKGROUND

  • Executive Chairman of the Board of 3M Company, a global manufacturing and technology company, from May 2024 to March 2025.
  • Chairman of the Board, President and Chief Executive Officer of 3MÌýfromÌýMay 2019Ìýto April 2024.
  • Chief Executive Officer of 3M from July 2018 to May 2019.
  • Chief Operating Officer and Executive Vice President of 3M from July 2017 to June 2018 with direct responsibilities for 3M’s five business groups and its international operations.
  • Executive Vice President, Industrial Business Group of 3M from June 2014 to July 2017.
  • Senior Vice President, Business Development of 3M from May 2013 to June 2014.
  • Vice President and General Manager of Industrial Adhesives and Tapes Division of 3M from September 2011 to May 2013.

OTHER PUBLIC COMPANY BOARDS
3M Company

KEY QUALIFICATIONS AND EXPERTISE
Having served as 3M Company’s Executive Chairman and its Chairman of the Board, President and Chief Executive Officer, Mr. Roman has extensive experience leading a multinational public company with multiple businesses, contributing significant manufacturing, supply chain, technology, and finance experience, as well as valuable insights into corporate strategy and risk management.

DANIEL J. STARKS

PROFESSIONAL BACKGROUND

  • Executive Chairman of the Board of St. Jude Medical, Inc., a medical device manufacturer, from January 2016 to January 2017, when ºù«ÍÞÊÓƵ completed its acquisition of St. Jude Medical.
  • Chairman, President and Chief Executive Officer of St. Jude Medical from 2004 until his retirement in January 2016.
  • President and Chief Operating Officer of St. Jude Medical from 2001 to 2004.
  • President and CEO, Cardiac Rhythm Management Business of St. Jude Medical from 1997 to 2001.

KEY QUALIFICATIONS AND EXPERTISE
Having served as St. Jude Medical’s Executive Chairman and its Chairman, President and Chief Executive Officer, and having joined St. Jude Medical in 1996, Mr. Starks contributes not only comprehensive and critical knowledge of the medical device industry, but also extensive business and management experience operating a global public company in a highly regulated industry.

JOHN G. STRATTON

PROFESSIONAL BACKGROUND

  • Executive Chairman of Frontier Communications Parent, Inc., a telecommunications company, since April 2021.
  • Executive Vice President and President of Global Operations of Verizon Communications Inc. from 2015 to 2018.
  • Executive Vice President and President of Global Enterprise and Consumer Wireline of Verizon from 2014 to 2015.
  • President of Verizon Enterprise Solutions from 2012 to 2014.
  • Chief Operating Officer and Executive Vice President of Verizon Wireless from 2010 to 2012.
  • Member of The President’s National Security Telecommunications Advisory Committee from 2012 to 2018.
  • Director of the Cellular Telecommunications Industry Association from 2015 to 2018.

OTHER PUBLIC COMPANY BOARDS
Frontier Communications Parent, Inc., General Dynamics Corporation

KEY QUALIFICATIONS AND EXPERTISE
Through his executive leadership experience, Mr. Stratton contributes extensive business and management expertise operating a global public company such as ºù«ÍÞÊÓƵ, including valuable insights on corporate strategy and risk management. His service on the National Security Telecommunications Advisory Committee enables him to provide government perspective and experience in a highly regulated industry.

Ìý Ìý

BOARD COMMITTEES

AUDIT COMMITTEE

The Audit Committee assists the board of directors in fulfilling its oversight responsibility with respect to:

  • ºù«ÍÞÊÓƵ's accounting and financial reporting practices and the audit process
  • The quality and integrity of ºù«ÍÞÊÓƵ's financial statements
  • The independent auditors' qualifications, independence and performance
  • The performance of ºù«ÍÞÊÓƵ's internal audit function and internal auditors
  • Certain areas of legal and regulatory compliance
  • ºù«ÍÞÊÓƵ's enterprise risk management

Each of the members of the Audit Committee is financially literate, as required of audit committee members by the New York Stock Exchange. The board of directors has determined that N. McKinstry is an "audit committee financial expert."

Members
N. MCKINSTRY, CHAIR
C. BABINEAUX-FONTENOT
P. GONZALEZ
M.A. KUMBIER
J.G. STRATTON
Ìý
RESOURCESÌý
AUDIT COMMITTEE CHARTER (PDF)

COMPENSATION COMMITTEE

The Compensation Committee assists the board of directors in carrying out the responsibilities of the board relating to the compensation of ºù«ÍÞÊÓƵ's executive officers and directors by discharging the responsibilities set forth in its charter.

MembersÌý
D.J. STARKS, CHAIR
M.A. KUMBIER
N. MCKINSTRY
M.G. O'GRADY
M.F. ROMAN
Ìý
RESOURCES
COMPENSATION COMMITTEE CHARTER (PDF)

EXECUTIVE COMMITTEE

The Executive Committee may exercise all the authority of the board in the management of ºù«ÍÞÊÓƵ, except for matters expressly reserved by law for board action.

MembersÌý
R.B. FORD, CHAIR
N. MCKINSTRY
M.F. ROMAN
D.J. STARKS
J.G. STRATTON

THE NOMINATIONS AND GOVERNANCE COMMITTEE

The Nominations and Governance Committee:

  • Assist the Board in identifying individuals qualified to become Board members, and recommend to the Board the nominees for election as directors at the next annual meeting of shareholders.
  • Recommend to the Board the persons to be elected as officers of ºù«ÍÞÊÓƵ.
  • Develop and recommend to the Board the corporate governance guidelines applicable to ºù«ÍÞÊÓƵ.
  • Serve in an advisory capacity to the Board and Chairman of the Board on matters of organization, management succession plans, major changes in the organizational structure of ºù«ÍÞÊÓƵ and the conduct of Board activities
MembersÌý
J.G. STRATTON, CHAIR
R.J. ALPERN
S.E. BLOUNT
P. GONZALEZ
D.W. MCDEW
M.G. O'GRADY
Ìý
RESOURCES
NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER (PDF)

PUBLIC POLICY COMMITTEE

The Public Policy Committee assists the board of directors in fulfilling its oversight responsibility with respect to ºù«ÍÞÊÓƵ’s public policy, certain areas of legal and regulatory compliance, governmental affairs, and healthcare and other compliance issues that affect ºù«ÍÞÊÓƵ by discharging the responsibilities set forth in its charter.

MembersÌý
M.F. ROMAN, CHAIR
R.J. ALPERN
C. BABINEAUX-FONTENOT
S.E. BLOUNT
D.W. MCDEW
D.J. STARKS
Ìý
RESOURCES
PUBLIC POLICY COMMITTEE CHARTER (PDF)

Ìý Ìý

CONTACT THE BOARD

You may communicate with the board of directors by writing a letter to the chairman of the board, to the lead independent director, or to the independent directors.

c/o ºù«ÍÞÊÓƵ Corporate Secretary
ºù«ÍÞÊÓƵ Laboratories, Dept 364, Bldg. AP6D
100 ºù«ÍÞÊÓƵ Park Road
ºù«ÍÞÊÓƵ Park, Illinois 60064-6400, USA

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