CGNC definition
Examples of CGNC in a sentence
In selecting candidates to serve as Stakeholder Directors and Independent Directors on the NPCC Board of Directors ("Board"), NPCC's Corporate Governance and Nominating Committee ("CGNC") will endeavor to find individuals of high integrity who have a solid record of accomplishment in their chosen fields and who display the independence of mind and strength of character to effectively represent the best interests of NPCC.
Consistent with its charter, the CGNC is responsible for screening director candidates, establishing criteria for nominees, and recommending a slate of nominees to the Board for consideration.
The determination of whether an activity is competitive with the Company or relates to a Product (as defined in the Employee Agreement) under the Employee Agreement shall be made by two independent members of the Board, including a Lead Independent Director and the Chair of the CGNC.
The CGNC will consider and recruit candidates for director nominees based upon recommendations from Members, current directors, NPCC management, outside consultants or search firms engaged for the purpose, and any other source recommended by the Board.
If any individual that Waterton designates as a proposed Substitute Nominee is not acceptable to the CGNC, Waterton shall be entitled to designate a different individual as the proposed Substitute Nominee, and so on, until a Substitute Nominee who is acceptable to the CGNC, acting reasonably, has been designated by Waterton.
As non-executive Chairman of the Board of RJF you shall receive the same director’s fees (i.e., annual retainer and meeting attendance fees) as are paid from time to time to the independent directors, plus a Chairman’s retainer increment as determined by the CGN&C Committee for your services as Non-Executive Chairman of the Board.
You will be eligible to participate in RJF’s annual cash bonus and associated Stock Bonus Plan in accordance with a formula approved by the CGN&C Committee.
For greater certainty, the Investor Nominee who is appointed to the CGNC in accordance with Section 2(a)(ii)(C) will participate in this process as a member of the CGNC and ▇▇▇▇ ▇▇▇▇▇▇ will not participate in this process as a member of the CGNC.
Should your employment be reduced to other than a full-time basis, your salary may be pro-rated as you and the CGN&C Committee may agree.
The Base Salary shall be reviewed by the Compensation Governance and Nominating Committee of the Board of Directors of Purchaser (the “CGNC”) in January of each year, or such other date as agreed to by Executive, and may be increased (but not decreased) in the discretion of CGNC at any time and, as so increased, shall constitute “Base Salary” under the Agreement.