Any director who is (or who has an immediate family member who is) an executive officer, other than on an interim basis, of the listed company;  any director who receives (or who has an immediate family member who receives) more than $company ;  any director who is (or who has an immediate family member who is, in a professional capacity) a partner or employee of the listed company’s internal or external auditor;  any director who is (or who has an immediate family member who is) employed as an executive officer of another company where any of the executives of the listed company also serves or served on that other company's compensation committee; and  any director who is an employee (or who has an immediate family member who is an executive officer) of another company that has made payments to, or received payments from, the listed company for property or services which exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.