The Board has also designated one of its members as an International Liaison, which is elected
annually by a majority of the Board. Mr. Moore currently serves as the Board’s International Liaison. The
duties and responsibilities of International Liaison include, without limitation, (i) overseeing the
Company’s efforts in international expansion and reporting to the Board on those efforts, (ii) traveling
with certain members of management to proposed international locations and markets (as needed) and to
meet proposed international business partners where appropriate, (iii) meeting with the Company’s
compliance team regarding the required anti-bribery and corruption due diligence review on any proposed
international business partner, and (iv) reviewing on behalf of the Board all new proposed international
development or franchise agreements.
Audit Committee. As described in its charter, the primary purpose of the audit committee is to assist
the Board in fulfilling its oversight responsibility relating to:
(i) the integrity of the Company’s consolidated financial statements;
(ii) the Company’s compliance with legal and regulatory requirements;
(iii) the independence and performance of the Company’s internal and external auditors; and
(iv) the Company’s internal controls and financial reporting practices.
The audit committee is also directly responsible for the following: (a) pre-approving all audit and
permitted non-audit related services provided by our independent auditors, (b) the appointment,
compensation, retention, and oversight of the Company’s independent auditors, and (c) periodically
evaluating whether or not the Company should rotate the independent auditors utilized by the Company.
In connection with the audit committee’s appointment of the Company’s independent auditors, the audit
committee evaluates the service level of the incumbent independent auditor on an annual basis, which
includes criteria such as prior year quality of service, industry and technical expertise, independence,
resource availability, and reasonableness and competitiveness of fees, as well as solicits the input of key
management employees during its evaluation. The audit committee reviews all of the Company’s earnings
press releases and Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, prior to
filing with the Securities and Exchange Commission (the ‘‘SEC’’). The audit committee is also responsible
for producing an annual report on its activities for inclusion in this proxy statement. All of the members
of the audit committee are ‘‘independent,’’ as that term is defined in the listing standards under NASDAQ
Marketplace Rule 5605(a)(2) and meet the criteria for independence under the Sarbanes-Oxley Act of
2002 and the rules adopted by the SEC. The audit committee is currently comprised of Messrs. Moore,
Warfield, and Zarley. Mr. Moore chairs the audit committee. The Board evaluated the credentials of and
designated Messrs. Moore and Warfield as audit committee financial experts. The audit committee met 14
times during fiscal year 2019, which were comprised of six regular meetings of the audit committee, and
two meetings per quarter relating to the audit committee’s review of the Company’s filings with the SEC.
Compensation Committee. As described in its charter, the compensation committee:
(i) assists the Board in fulfilling its responsibilities relating to the design, administration and
oversight of employee compensation programs and benefit plans of the Company’s executive officers;
(ii) discharges the Board’s duties relating to the compensation of the Company’s executive
officers and non-employee directors; and
(iii) reviews the performance of the Company’s executive officers.
The compensation committee is also responsible for reviewing and discussing with management the
‘‘Compensation Discussion and Analysis’’ in this proxy statement and recommending its inclusion in this
proxy statement to the Board. All of the members of the compensation committee are ‘‘independent’’
under all applicable rules, including the listing standards under NASDAQ Marketplace Rule 5605(a)(2)
and the requirements of the SEC. The current members of the compensation committee are Ms. Widmer