I. Organization and Functioning
There shall be a committee of the Board of Directors to be known as the Compensation Committee (the “Committee”). The Committee shall be comprised of at least three Directors who shall be appointed by the Board of Directors after considering the recommendation of the Governance and Nominating Committee. The Committee shall only include Directors who satisfy the independence standards of the National Association of Securities Dealers and are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a Committee member.
The Committee shall meet at least twice each year and hold such other meetings from time to time as may be called by its Chairperson or any two members of the Committee. A majority of the members of the Committee shall constitute a quorum of the Committee. A majority of the members in attendance shall decide any question brought before any meeting of the Committee.
The Committee shall keep minutes of its proceedings that shall be signed by the person whom the Chairperson designates to act as secretary of the meeting. The minutes of a meeting shall be approved by the Committee at its next meeting, shall be available for review by the entire Board of Directors, and shall be filed as permanent records with the Secretary of the Company.
The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee.
The Chairperson shall at each meeting of the Board of Directors following a meeting of the Committee report to the Board of Directors on the matters considered at the last meeting of the Committee.
II. Statement of Purposes
The Committee shall:
- Approve executive officer compensation and administer the incentive and equity participation plans that make up the variable compensation paid to executive officers;
- Provide oversight of the Company-sponsored Employee Retirement Income Security Act (“ERISA”) governed tax-qualified plans (the “Plans”);
- Monitor the management development and succession planning practices and strategies of the Company to ensure a continuous development of talent for key roles;
- Administer Company employee stock plans; and
- Review and discuss with management the Compensation Discussion and Analysis and, upon approval by the Committee, recommend to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s annual proxy statement and be incorporated by reference into the Company’s Annual Report on Form 10-K.
III. Specific Duties and Responsibilities
The Committee shall have the following duties and responsibilities with respect to executive compensation:
- Establish performance measures for the short-term and long-term incentive compensation plans.
- Set annually the Chief Executive Officer’s base salary, annual cash incentive opportunity, long-term incentive opportunity, including equity grants, and perquisites; review performance goals and objectives of the Chief Executive Officer and evaluate the Chief Executive Officer’s performance in light of those goals and objectives. The CEO will not be present during the Committee’s voting or deliberations on his or her compensation.
- Set annually the base salary, annual cash incentive opportunity, and long-term incentive opportunity, including equity grants, and perquisites for other executive officers.
- Review the investment policy with respect to funds held in trust by the Plans and financial performance of the investment managers for those funds.
- Review at least annually the investment performance of the Plans’ assets and the administration of the Plans.
The Committee shall have an oversight responsibility with respect to the responsibilities stated in paragraphs 5 and 6. The Committee shall not be deemed the fiduciary of any of the Plans for purposes of ERISA, as amended, nor shall it be responsible for managing the Plans or directing the investment of Plan assets. These are the responsibilities of management and the named fiduciaries of the Plans.
- Full and final authority in connection with the administration of all plans of the Company under which common shares or other equity securities of the Company may be issued.
- Participate in the full Board review of succession planning for executive roles and review periodically the management development and succession planning practices and strategies of the Company to ensure a continuous development of talent for key roles.
- Approve employment agreements, severance arrangements, and change-in-control agreements and any special or supplemental benefits provided to the executive officers.
- Conduct and review with the Board of Directors annually an assessment of the Committee’s performance with respect to the requirements of this Charter. In conjunction therewith, the Committee shall review and assess the adequacy of this Charter and adopt any proposed changes.
In fulfilling its duties and responsibilities, the Committee may form and delegate authority to subcommittees when appropriate, provided any action taken by a subcommittee is subsequently reported to the Committee and ratified. The Committee may also delegate to the Chief Executive Officer the authority to grant options and make awards of shares under the Company’s stock plans under conditions established by the Committee.
Further, the Committee shall have the authority to retain or obtain the advice of any compensation consultants, outside legal counsel or other advisers (“external advisers”) as the Committee determines appropriate in its sole discretion. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such external advisers that it retains, and the Company shall provide appropriate funding and other resources for such advisors. The Committee shall have the sole authority to terminate any external adviser and shall have sole authority to approve the external advisers’ fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal legal, accounting or other internal advisers.
With respect to any such external advisers, the Committee will assess annually any potential conflicts of interest raised by the work of the external advisers retained by the Committee who are involved in determining or recommending executive compensation (other than any adviser whose role is limited to advising on any broad-based plan that does not discriminate in favor of the Company’s executive officers or directors and that is available generally to all salaried employees, or providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation adviser).
The assessment will include the following factors: (1) other services provided to the Company by the firm employing the external adviser; (2) fees paid by the Company to the firm employing the external adviser as a percentage of the firm’s total revenue; (3) policies or procedures maintained by the firm employing the external adviser that are designed to prevent a conflict of interest; (4) any business or personal relationships between the external adviser and a member of the Compensation Committee; (5) any Company stock owned by the external adviser; and (6) any business or personal relationships between the Company’s executive officers and the external adviser.
[revised - October 7, 2013]