{ "built_utc": "2026-09-13 22:05 UTC", "examples": [ { "question_id": "Q1", "title": "Audit Committee Considerations in Appointing/Retaining the Auditor", "rating": 3, "company_name": "Bank of New York Mellon Corp/The", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001193125-26-092500", "form_type": "DEF 14A", "evidence_location": "PDF page 103, Item 3. Ratification of KPMG LLP - Background", "evidence": "The disclosure satisfies Rating 3 by naming multiple concrete evaluation activities performed in connection with the auditor review and retention decision, including a structured survey and peer fee comparisons. The proxy states: \"To assist the Audit Committee with its review, management prepares an annual assessment of KPMG that includes (1) an analysis of KPMG’s known legal risks and significant proceedings that may impair KPMG’s ability to perform BNY’s annual audit, (2) the results of a survey of management and Audit Committee members regarding KPMG’s overall performance and (3) KPMG’s fees and services compared to services provided by KPMG and other auditing firms to peer companies.\"", "selection_reason": "Names a structured survey of management and committee members plus peer fee benchmarking, showing non-PCAOB evaluation work also earns Rating 3.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1390777/000119312526092500/0001193125-26-092500-index.htm" }, { "question_id": "Q1", "title": "Audit Committee Considerations in Appointing/Retaining the Auditor", "rating": 2, "company_name": "Apple Inc", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001308179-26-000008", "form_type": "DEF 14A", "evidence_location": "page 65, Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm", "evidence": "The proxy states that the audit committee evaluated the independent auditor for re-appointment and lists factor categories considered, but does not identify any concrete evaluation activities (such as surveys, PCAOB inspection report reviews, interviews, or peer comparisons). Under Proposal No. 2 (page 65), the filing states: \"In making the determination to re-appoint Ernst & Young for 2026, the Audit Committee considered, among other factors, the independence and performance of Ernst & Young, and the quality and candor of Ernst & Young’s communications with the Audit Committee and management.\" This satisfies the Rating 2 criterion of naming factor categories without describing concrete evaluation activities.", "selection_reason": "Canonical minimal Rating 2: names independence, performance, and communication quality as reappointment factors in one sentence, with no evaluation activity described.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/320193/000130817926000008/0001308179-26-000008-index.htm" }, { "question_id": "Q2", "title": "Auditor Tenure Disclosure and Discussion", "rating": 3, "company_name": "LITHIA MOTORS INC", "segment": "S&P MidCap 400", "report_year": "2026", "accession_no": "0001023128-26-000026", "form_type": "DEF 14A", "evidence_location": "page 67, Proposal No. 3 - We Engaged KPMG After a Rigorous Review Process", "evidence": "The disclosure satisfies both prongs of Rating 3: (1) it explicitly discloses the start year: \"KPMG has served as the Company’s independent registered public accounting firm continuously since 1993\" (page 67), and (2) it provides an extensive discussion of tenure-related benefits, risks, and safeguards, stating: \"The Audit Committee believes that, if handled properly, there are numerous benefits of a long-term independent auditor relationship, including: Higher Audit Quality: Through 33 years of experience with the Company KPMG has gained institutional knowledge of and deep expertise regarding our operations and primary business segments, accounting policies and practices and internal controls over financial reporting; Efficient Fee Structure: KPMG’s aggregate fees are competitive with peer companies because of KPMG’s familiarity with the Company and industry expertise; and Avoidance of Disruption: Onboarding a new independent auditor requires a significant time and cost commitment that could distract from management’s and the Audit Committee’s focus on financial reporting and internal controls.\" It also explicitly identifies independence risk and safeguards (\"The Company and the Audit Committee are also aware that a long-tenured auditor may be believed by some to pose an independence risk. To address these concerns, there are safeguards for auditor independence...\").", "selection_reason": "", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1023128/000102312826000026/0001023128-26-000026-index.htm" }, { "question_id": "Q2", "title": "Auditor Tenure Disclosure and Discussion", "rating": 2, "company_name": "Brown-Forman Corp", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001193125-26-275853", "form_type": "DEF 14A", "evidence_location": "Page 30, Proposal 3: Ratification of the Selection of the Independent Registered Public Accounting Firm for Fiscal 2027 (PDF page 58)", "evidence": "The proxy explicitly quantifies auditor tenure by specifying the starting fiscal year of the relationship, but it does not provide any tenure-related rationale, benefit, risk, or safeguard. Proposal 3 on page 30 (PDF page 58) states: \"EY has served as Brown-Forman’s independent registered public accounting firm since fiscal 2021. The members of the Audit Committee believe that retaining EY to serve as the independent registered public accounting firm is in the best interests of Brown-Forman and its stockholders.\" Under the rating criteria, providing an explicit start year without an accompanying substantive discussion of tenure-related effects or rationale meets the threshold for Rating 2.", "selection_reason": "States \"EY has served since fiscal 2021,\" then only a generic best-interests sentence; explicit start year with no named tenure benefit, risk, or safeguard.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/14693/000119312526275853/0001193125-26-275853-index.htm" }, { "question_id": "Q3", "title": "Audit Fees Linked to Audit Quality", "rating": 3, "company_name": "Victoria's Secret & Co", "segment": "S&P SmallCap 600", "report_year": "2026", "accession_no": "0001193125-26-201438", "form_type": "DEF 14A", "evidence_location": "PDF page 121; Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm - Evaluation of Independent Registered Public Accounting Firm", "evidence": "In Proposal Three, under the Audit Committee's annual evaluation factors for reappointing Ernst & Young LLP, the proxy explicitly links fees to audit quality and efficiency: 'The appropriateness of the independent auditor’s fees relative to the quality and efficiency of audit services provided.' This directly connects fee levels to audit quality and efficiency, meeting the Rating 3 criterion ('fee levels reflect the scope and quality of services').", "selection_reason": "Evaluation factor expressly weighs auditor fees relative to the quality and efficiency of audit services provided, the bright-line fee-to-quality formulation.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1856437/000119312526201438/0001193125-26-201438-index.htm" }, { "question_id": "Q3", "title": "Audit Fees Linked to Audit Quality", "rating": 2, "company_name": "TIMKEN COMPANY (THE)", "segment": "S&P MidCap 400", "report_year": "2026", "accession_no": "0001206774-26-000141", "form_type": "DEF 14A", "evidence_location": "PDF page 88, Proposal No. 3: Ratification of Appointment of Independent Auditor", "evidence": "Proposal 3 discusses audit quality and fees in the same sentence: \"EY has developed significant expertise and experience with our business, accounting policies and practices and our internal control over financial reporting, which we believe allows for a higher quality audit and a competitive fee structure.\" Because audit quality and fee structure are discussed in direct proximity as co-benefits of auditor familiarity, but without an explicit causal link stating that the fee level itself causes or is necessary to ensure audit quality, this meets the criterion for Rating 2.", "selection_reason": "Tenure-based expertise is said to allow both a higher quality audit and a competitive fee structure, making them coordinate benefits rather than linked quantities.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/98362/000120677426000141/0001206774-26-000141-index.htm" }, { "question_id": "Q4", "title": "Non-Audit Services and Auditor Independence", "rating": 3, "company_name": "General Motors Co", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001467858-26-000022", "form_type": "DEF 14A", "evidence_location": "Item 2: Proposal to Ratify the Selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for 2026 - Policy for Approval of Audit and Permitted Non-Audit Services, page 38 (PDF page 45)", "evidence": "The proxy describes an active monitoring activity performed by the Audit Committee to safeguard auditor independence regarding non-audit services. On page 38 (PDF page 45): \"These services are actively monitored (both spending and work content) by the Audit Committee to maintain the appropriate objectivity and independence in EY's core work, which is the annual audit of the Company's consolidated financial statements and internal control over financial reporting. The Audit Committee determined that all services provided by EY in 2025 were permissible under applicable independence rules.\" This ongoing monitoring of spending and work content satisfies Rating 3.", "selection_reason": "Committee 'actively monitored (both spending and work content)' non-audit services to maintain objectivity and independence in EY's core audit work.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1467858/000146785826000022/0001467858-26-000022-index.htm" }, { "question_id": "Q4", "title": "Non-Audit Services and Auditor Independence", "rating": 2, "company_name": "Starbucks Corp", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001213900-26-007780", "form_type": "DEF 14A", "evidence_location": "PDF page 114, Proposal 3 – Independent Registered Public Accounting Firm Fees", "evidence": "The proxy includes an explicit conclusory statement by the Audit Committee connecting non-audit services to auditor independence, but does not describe the specific evaluation process, criteria, monitoring activities, or tests applied. On PDF page 114, under Independent Registered Public Accounting Firm Fees, the proxy states: \"The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of Deloitte and has concluded that it is.\" Under the rating criteria, an explicit conclusory determination linking NAS to independence without describing how the committee evaluated or monitored the impact meets the exact criterion for Rating 2.", "selection_reason": "Canonical conclusory statement: the committee 'has considered whether the provision of non-audit services is compatible with maintaining the independence of Deloitte and has concluded that it is.'", "edgar_url": "https://www.sec.gov/Archives/edgar/data/829224/000121390026007780/0001213900-26-007780-index.htm" }, { "question_id": "Q5", "title": "Audit Committee Involvement in Fee Determination", "rating": 3, "company_name": "UNITED THERAPEUTICS CORP", "segment": "S&P MidCap 400", "report_year": "2026", "accession_no": "0001082554-26-000009", "form_type": "DEF 14A", "evidence_location": "page 74 (PDF page 77), Audit Matters — Policy on Pre-Approval of Audit Services and Non-Audit Services", "evidence": "The proxy explicitly discloses that the Audit Committee is actively involved in negotiating audit fees rather than merely approving a predetermined figure. On page 74 (PDF page 77), under 'Policy on Pre-Approval of Audit Services and Non-Audit Services', the filing states: \"For audit services, our independent auditor provides an engagement letter to our Audit Committee prior to commencing its second quarter review work, which outlines the scope of the proposed audit and audit-related fees. Our Audit Committee reviews the letter and negotiates with and formally engages the auditor.\" Because the disclosure explicitly states that the Audit Committee reviews the engagement letter and negotiates fees with the auditor, it satisfies the bright-line criterion for Rating 3.", "selection_reason": "Committee reviews the auditor's engagement letter outlining proposed fees and then 'negotiates with and formally engages the auditor' — direct committee fee negotiation.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1082554/000108255426000009/0001082554-26-000009-index.htm" }, { "question_id": "Q5", "title": "Audit Committee Involvement in Fee Determination", "rating": 2, "company_name": "Franklin Electric Co Inc", "segment": "S&P SmallCap 600", "report_year": "2026", "accession_no": "0000038725-26-000017", "form_type": "DEF 14A", "evidence_location": "PDF page 57, Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP (Audit Committee Pre-Approval Policy)", "evidence": "Verbatim from PDF page 57: \"The Audit Committee has adopted a Pre-Approval Policy for Audit, Audit-Related, and Non-Audit Services. The Audit Committee has delegated to the Audit Committee Chairperson the authority to pre-approve services not prohibited by law up to various maximums depending on the type of service provided, provided that the Audit Committee Chairperson shall report any decisions to pre-approve services to the full Audit Committee at its next meeting.\" The disclosure describes the committee's pre-approval authority and sign-off procedures without indicating active involvement in setting, negotiating, or benchmarking fee levels, which meets Rating 2.", "selection_reason": "Pure pre-approval policy with chair delegation thresholds and reporting back; no mention of fee levels, negotiation, or benchmarking anywhere.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/38725/000003872526000017/0000038725-26-000017-index.htm" }, { "question_id": "Q6", "title": "Explanation for Material Fee Changes", "rating": 3, "company_name": "J M Smucker Co/The", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001193125-26-283858", "form_type": "DEF 14A", "evidence_location": "PDF page 50, Service Fees Paid to the Independent Registered Public Accounting Firm", "evidence": "On PDF page 50, the fee table shows 'Audit Fees' of $4,554 thousand for fiscal year 2026 compared to $5,372 thousand for fiscal year 2025, which is a decrease of $818 thousand or 15.23% (exceeding the 10% materiality threshold). In the fee table description column, the proxy provides an explicit causal explanation for the change: 'The decrease in audit fees for fiscal year 2026 is primarily attributable to integration and divestiture activities in fiscal year 2025 that were non-recurring in fiscal year 2026.' This satisfies the Rating 3 criteria of a material fee change (>10%) accompanied by an explicit reason with causal language.", "selection_reason": "Audit fees fell 15.23% and the proxy attributes the decrease to prior-year integration and divestiture activities that were non-recurring.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/91419/000119312526283858/0001193125-26-283858-index.htm" }, { "question_id": "Q6", "title": "Explanation for Material Fee Changes", "rating": 2, "company_name": "SABRA HEALTH CARE REIT INC", "segment": "S&P MidCap 400", "report_year": "2026", "accession_no": "0001193125-26-175398", "form_type": "DEF 14A", "evidence_location": "PDF page 69, AUDIT INFORMATION - Fees Paid to Independent Registered Public Accounting Firm", "evidence": "Audit Fees increased from $1,384,600 in 2024 to $1,534,890 in 2025, which represents an increase of $150,290 or +10.85% (strictly greater than the 10% materiality threshold). However, the proxy provides no causal explanation for the change, providing only the standard category definition: \"professional services rendered for the audit of Sabra’s consolidated financial statements and review of the interim condensed consolidated financial statements included in quarterly filings and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements\". Under the rating criteria rules, when Audit Fees change by more than 10% and no explicit causal explanation is provided, the disclosure is rated 2.", "selection_reason": "Audit fees rose 10.85% ($1,384,600 to $1,534,890), just over the threshold, with only a boilerplate definition of covered services.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1492298/000119312526175398/0001193125-26-175398-index.htm" }, { "question_id": "Q7", "title": "Annual Evaluation of the External Auditor", "rating": 3, "company_name": "TransDigm Group Inc", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001260221-26-000009", "form_type": "DEF 14A", "evidence_location": "page 65 (PDF page 88), Proposal Two – Ratification of the Appointment of Ernst & Young LLP", "evidence": "The proxy explicitly states that the external auditor is reviewed annually and specifies criteria evaluated in that review: \"The Audit Committee reviews the performance of the independent registered public accounting firm annually. In making the determination to re-appoint Ernst & Young LLP for FY 2026, the Audit Committee considered, among other factors, the independence and performance of Ernst & Young LLP, and the quality and candor of Ernst & Young LLP’s communications with the Audit Committee and management.\" This directly satisfies Rating 3 by establishing annual frequency and naming substantive evaluation criteria (performance, independence, and quality/candor of communications).", "selection_reason": "Opens with the identical annual-review sentence, then adds independence, performance, and quality and candor of communications considered in re-appointing Ernst & Young.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1260221/000126022126000009/0001260221-26-000009-index.htm" }, { "question_id": "Q7", "title": "Annual Evaluation of the External Auditor", "rating": 2, "company_name": "Jabil Inc", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001193125-25-316927", "form_type": "DEF 14A", "evidence_location": "page 34, Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm", "evidence": "On page 34, under Proposal 2, the proxy explicitly states: 'The Audit Committee reviews the performance of the independent registered public accounting firm annually.' This explicitly establishes that the external auditor's performance is reviewed annually, but provides no named evaluation criteria, concrete activities (e.g., surveys, questionnaires, inspection reviews), or contextual details. Under the rating criteria, a bare statement of annual evaluation without named criteria or substantive context is Rating 2.", "selection_reason": "'The Audit Committee reviews the performance of the independent registered public accounting firm annually' — explicit annual cadence, but no named criterion, activity, or context.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/898293/000119312525316927/0001193125-25-316927-index.htm" }, { "question_id": "Q8", "title": "Committee Involvement in Engagement Partner Selection", "rating": 3, "company_name": "Cardinal Health Inc", "segment": "S&P 500", "report_year": "2026", "accession_no": "0000721371-25-000114", "form_type": "DEF 14A", "evidence_location": "Page 76 (PDF page 100), Proposal 3 — Ratification of Appointment of Ernst & Young LLP as Independent Auditor", "evidence": "The proxy explicitly describes concrete committee actions in the selection of the engagement partner: \"In accordance with SEC rules, lead audit partners are subject to rotation requirements, which limit the number of consecutive years an individual partner may serve us. The Audit Committee oversees the rotation of the audit partners. The Audit Committee Chair interviews candidates for audit partner and the Audit Committee discusses them.\" Naming that the Audit Committee Chair interviews candidates and the Audit Committee discusses them represents concrete actions in the partner selection process, directly matching the Rating 3 criterion (and serving as a named rating criteria example).", "selection_reason": "'The Audit Committee Chair interviews candidates for audit partner and the Audit Committee discusses them' — a concrete, committee-performed selection action.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/721371/000072137125000114/0000721371-25-000114-index.htm" }, { "question_id": "Q8", "title": "Committee Involvement in Engagement Partner Selection", "rating": 2, "company_name": "Blackstone Mortgage Trust Inc", "segment": "S&P SmallCap 600", "report_year": "2026", "accession_no": "0001193125-26-191913", "form_type": "DEF 14A", "evidence_location": "page 26, Independent Auditor", "evidence": "The proxy statement states that the audit committee and its chairperson are involved in the selection of the lead audit partner, but does not identify a concrete selection action (such as interviewing candidates, reviewing candidate profiles, or voting). On page 26, under Independent Auditor, the proxy states: 'In addition, in conjunction with the mandated rotation of Deloitte’s lead audit partner, the audit committee and the audit committee chairperson are directly involved in the selection of Deloitte’s lead audit partner'. Under the rating criteria rules, stating that the committee is 'directly involved in the selection' without naming a specific concrete action is the textbook definition of Rating 2.", "selection_reason": "Audit committee and chairperson are 'directly involved in the selection of Deloitte's lead audit partner,' asserting a role without naming any concrete selection step.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1061630/000119312526191913/0001193125-26-191913-index.htm" }, { "question_id": "Q9", "title": "Board Director with Cybersecurity Expertise", "rating": 3, "company_name": "OMEGA HEALTHCARE INVESTORS INC", "segment": "S&P MidCap 400", "report_year": "2026", "accession_no": "0001104659-26-045753", "form_type": "DEF 14A", "evidence_location": "PDF page 26, Proposal 1 – Summary of Board Skills; PDF page 9, Proxy Summary – Director Skills and Experience", "evidence": "The proxy statement includes a structured board skills matrix with an explicit competency category labeled \"Cybersecurity\" mapped to individual directors. On PDF page 26, the \"Summary of Board Skills\" matrix includes a row labeled \"Cybersecurity\" indicating that 4 out of 8 director nominees possess this core competency (with indicators marked for Kapila K. Anand, Craig R. Callen, Barbara B. Hill, and Burke W. Whitman). In addition, on PDF page 9 (Proxy Summary), the skills summary bar chart includes the category \"CYBER\". Under the rating criteria, when the exact term \"Cybersecurity\" or \"Cyber\" appears in the skills matrix category name, the disclosure qualifies for Rating 3.", "selection_reason": "Standalone \"Cybersecurity\" row in the Summary of Board Skills matrix mapped to four nominees, plus a \"CYBER\" skills category in the proxy summary.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/888491/000110465926045753/0001104659-26-045753-index.htm" }, { "question_id": "Q9", "title": "Board Director with Cybersecurity Expertise", "rating": 2, "company_name": "Domino's Pizza Inc", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001286681-26-000012", "form_type": "DEF 14A", "evidence_location": "PDF page 23, PROPOSAL ONE: ELECTION OF DIRECTORS - Board Skills and Demographic Matrix", "evidence": "In the 'Board Skills and Demographic Matrix' on PDF page 23, the proxy includes the category 'Information Technology / IT Security Experience'. Under the rating criteria rule, when an adjacent security term appears ('IT Security' or 'Information Security') in the skills matrix category label without the word 'Cybersecurity', 'Cyber Security', or 'Cyber', the disclosure is rated 2. Three director nominees (Barry, Cafritz, and Weiner) are marked for this category. None of the director biographies describe cybersecurity as a primary career focus or defining expertise.", "selection_reason": "Board skills matrix category is \"Information Technology / IT Security Experience,\" marked for three nominees; \"IT Security\" is an enumerated adjacent term without \"Cyber.\"", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1286681/000128668126000012/0001286681-26-000012-index.htm" }, { "question_id": "Q10", "title": "Audit Committee Responsible for Cybersecurity Oversight", "rating": 3, "company_name": "Eli Lilly & Co", "segment": "S&P 500", "report_year": "2026", "accession_no": "0000059478-26-000029", "form_type": "DEF 14A", "evidence_location": "PDF page 15, Proxy Statement Summary — Strategy and Risk Oversight — Cybersecurity; PDF page 67, Governance — Committees of the Board — Audit Committee; PDF page 73, Governance — Board Oversight — Cybersecurity", "evidence": "Cybersecurity oversight is explicitly and repeatedly assigned to the Audit Committee by name. PDF page 15 states: \"The Audit Committee is responsible for oversight of our programs, policies, procedures, and risk management activities related to information security, cybersecurity and data protection. It meets regularly with management to discuss threats, risks, and ongoing efforts to enhance cyber resiliency, as well as changes to the broader cybersecurity landscape.\" PDF page 67 confirms under Audit Committee key responsibilities: \"oversees the company’s programs, policies, procedures, and risk management activities related to information security, cybersecurity and data protection\".", "selection_reason": "Audit Committee is expressly 'responsible for oversight of our programs, policies, procedures, and risk management activities related to information security, cybersecurity and data protection.'", "edgar_url": "https://www.sec.gov/Archives/edgar/data/59478/000005947826000029/0000059478-26-000029-index.htm" }, { "question_id": "Q10", "title": "Audit Committee Responsible for Cybersecurity Oversight", "rating": 2, "company_name": "KINSALE CAPITAL GROUP INC", "segment": "S&P MidCap 400", "report_year": "2026", "accession_no": "0001669162-26-000020", "form_type": "DEF 14A", "evidence_location": "PDF pages 20-21, Board of Directors and Corporate Governance - Risk Management Oversight and Cybersecurity Risk Management", "evidence": "Under Risk Management Oversight on page 20, the proxy states: \"Our Audit Committee oversees and reviews with management our policies with respect to risk assessment and risk management and our significant operational, financial, information technology and regulatory exposures, among others, and the actions management has taken to limit, monitor or control such exposures.\" Under Cybersecurity Risk Management on page 20, the proxy states: \"The Board is responsible for oversight over the Company’s cybersecurity risk management.\" Under Q10 rules, when the Audit Committee's oversight includes language that could encompass cyber (\"information technology... exposures\") without specifically naming cybersecurity, and dedicated cybersecurity oversight is assigned to the full Board, the disclosure receives Rating 2.", "selection_reason": "Audit Committee oversees 'information technology' exposures generically, while the dedicated cybersecurity paragraph assigns cybersecurity risk management to the full Board.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1669162/000166916226000020/0001669162-26-000020-index.htm" }, { "question_id": "Q13", "title": "Board Skills Matrix", "rating": 3, "company_name": "OWENS CORNING", "segment": "S&P MidCap 400", "report_year": "2026", "accession_no": "0001370946-26-000107", "form_type": "DEF 14A", "evidence_location": "PDF page 11, Proposal 1 - Board of Directors Skills Matrix", "evidence": "On page 11, under the section heading \"BOARD OF DIRECTORS SKILLS MATRIX,\" the proxy presents a structured grid mapping all nine individual director nominees (Brian Chambers, Michelle Collins, Eduardo Cordeiro, Adrienne Elsner, Alfred Festa, Edward Lonergan, Paul Martin, Suzanne Nimocks, John Williams) across 12 distinct competency categories: Public Company Management, Strategy / Corporate Development, Business Transformation Leadership, Financial, Technology / Cybersecurity, Research & Development / Product Innovation, Global Business, Manufacturing / Operations, Marketing / Sales, Sustainability Management, Public Policy / Regulatory, and Human Capital Management. This satisfies the rating criteria criterion for Rating 3.", "selection_reason": "Section titled 'Board of Directors Skills Matrix' maps all nine named nominees across twelve competency categories in a structured grid.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1370946/000137094626000107/0001370946-26-000107-index.htm" }, { "question_id": "Q13", "title": "Board Skills Matrix", "rating": 2, "company_name": "Linde PLC", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001193125-26-192209", "form_type": "DEF 14A", "evidence_location": "PDF page 40, Corporate Governance and Board Matters - Director Nominees - Experience and Qualifications of All Nominees", "evidence": "The proxy satisfies Rating 2 because it presents a structured skills disclosure in the form of a collective board competency summary bar chart rather than an individual director-by-skill matrix grid. The proxy states: 'The graph below shows the number of directors who have certain of the skills, qualifications and experience in key areas that are important for the Board’s oversight of the Company’s business. DIRECTOR SKILLS MATRIX (Number of directors with relevant skills)' and displays aggregate counts across 9 competency areas. While individual biographies contain bulleted 'Qualification Highlights', there is no tabular grid mapping each director against the full set of competency categories.", "selection_reason": "Chart literally titled 'Director Skills Matrix' but shows only aggregate counts per skill; biographies list qualification highlights, with no director-by-skill grid.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1707925/000119312526192209/0001193125-26-192209-index.htm" }, { "question_id": "Q14", "title": "Board Director with AI Expertise", "rating": 3, "company_name": "Expedia Group Inc", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001324424-26-000022", "form_type": "DEF 14A", "evidence_location": "PDF page 36, Proposal 1: Election of Directors - Director Nominee Biographies - Alexandr Wang", "evidence": "Director Alexandr Wang is explicitly identified with AI expertise as his primary career focus in his biography on page 36. His professional highlights state: \"• Chief AI Officer, Meta Platforms, Inc. (since June 2025) • Founder and board member, Scale AI, a leading test and evaluation partner for artificial intelligence companies (since 2016) • Chief Executive Officer, Scale AI (2016 through June 2025)\". His board membership qualifications further state: \"Mr. Wang has extensive technology experience and expertise, including in artificial intelligence and machine learning.\" Under the rating criteria rules, holding a title of 'Chief AI Officer' and founding an AI company satisfies Rating 3 via the biography test.", "selection_reason": "Alexandr Wang's bio lists Chief AI Officer of Meta and founder/CEO of Scale AI — AI is the central defining feature of his career.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1324424/000132442426000022/0001324424-26-000022-index.htm" }, { "question_id": "Q14", "title": "Board Director with AI Expertise", "rating": 2, "company_name": "Allegiant Travel Co", "segment": "S&P SmallCap 600", "report_year": "2026", "accession_no": "0001362468-26-000034", "form_type": "DEF 14A", "evidence_location": "PDF page 14, Proposal No. 1 - Election of Directors / Board Skills Matrix", "evidence": "The Board Skills Matrix includes an explicit category containing the adjacent term \"data analytics,\" satisfying the criteria for Rating 2. On page 11 (PDF page 14), the Board Skills Matrix lists the competency category: \"Branding/marketing/data analytics/consumer products\" with individual director checkmarks for Brewer, Bricker, and Harrison. The rating criteria specifies that if an adjacent term—specifically including \"Data Analytics\"—appears in the skills matrix category name without any R3 AI term, the disclosure qualifies for Rating 2.", "selection_reason": "Skills matrix category literally reads 'Branding/marketing/data analytics/consumer products', supplying the adjacent term 'data analytics' with no AI term anywhere.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1362468/000136246826000034/0001362468-26-000034-index.htm" }, { "question_id": "Q15", "title": "Audit Committee Responsible for AI Governance Oversight", "rating": 3, "company_name": "Otis Worldwide Corp", "segment": "S&P 500", "report_year": "2026", "accession_no": "0001140361-26-015389", "form_type": "DEF 14A", "evidence_location": "pages 24, 25, Corporate governance – Board responsibilities and oversight / Cybersecurity & Artificial Intelligence", "evidence": "The proxy explicitly assigns AI governance oversight by name to the Audit Committee using specific AI terminology. On page 24, delegated risk oversight to the Audit Committee includes 'Cybersecurity, privacy and artificial intelligence (“AI”) governance.' On page 25, under 'Cybersecurity & Artificial Intelligence', the filing states: 'The Audit Committee is responsible for overseeing Otis’ cybersecurity program and artificial intelligence (“AI”) governance model as part of its broader risk management and compliance oversight responsibilities' and 'The Audit Committee has responsibility for overseeing AI governance while the full Board monitors AI strategy.'", "selection_reason": "Otis assigns 'artificial intelligence (AI) governance' to the Audit Committee and states the committee oversees AI governance while the full Board monitors AI strategy.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1781335/000114036126015389/0001140361-26-015389-index.htm" }, { "question_id": "Q15", "title": "Audit Committee Responsible for AI Governance Oversight", "rating": 2, "company_name": "ENVISTA HOLDINGS CORP", "segment": "S&P MidCap 400", "report_year": "2026", "accession_no": "0001757073-26-000031", "form_type": "DEF 14A", "evidence_location": "PDF page 30 (page 21), Corporate Governance – Cybersecurity Risk Oversight", "evidence": "The proxy addresses emerging technologies including artificial intelligence within the reporting structure provided to the Audit Committee under its cybersecurity risk oversight mandate, but does not formally designate a standalone AI governance or AI risk oversight assignment to the committee. Under Cybersecurity Risk Oversight, the proxy states: \"The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to our cybersecurity risk management and risk controls. Our Chief Information Officer provides periodic reports to the Audit Committee regarding our cybersecurity program, including our information risk management and oversight, security education and training, cyber threat detection and response processes, relevant internal and industry cybersecurity attacks, and updates on emerging technologies, including artificial intelligence.\"", "selection_reason": "AI surfaces only as CIO reporting content on 'emerging technologies, including artificial intelligence' under a cybersecurity mandate; no standalone AI oversight assignment to the committee.", "edgar_url": "https://www.sec.gov/Archives/edgar/data/1757073/000175707326000031/0001757073-26-000031-index.htm" } ] }