COMPENSATION COMMITTEE CHARTER
The Committee shall consist of three or more directors. Each Committee member shall be (i) “independent” under the requirements of the New York Stock Exchange (“NYSE”) listing standards and the Company’s Principles of Corporate Governance, in each case in effect from time to time, (ii) a “Non-Employee Director” for purposes of Rule 16b-3 promulgated under the Securities and Exchange Act of 1934, as amended, and (iii) an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
Members of the Committee shall be appointed to and removed from the Committee by the Board. The Board shall designate a chairperson from among the membership of the Committee. The Board may remove any Committee member at any time. Vacancies on the Committee shall be filled by the Board.
The Committee shall meet as often as it deems necessary in order to perform its duties and responsibilities, but not less than four times annually. The Committee chairperson, in consultation with other Committee members, shall determine the frequency and length of the meetings and shall prepare and/or approve an agenda in advance of each meeting consistent with this Charter. The Committee may invite such members of management and other persons to its meetings as it may deem desirable or appropriate.
A majority of the members of the Committee shall constitute a quorum for doing business. Any action of a majority of the members of the Committee present at any meeting at which a quorum is present shall be an action of the Committee. The Committee may also act by unanimous written consent.
The Committee shall maintain written minutes of its meetings. The minutes will be filed with the minutes of the meetings of the Board.
Actions of the Committee shall be reported to the Board at the next regularly scheduled Board meeting succeeding such Committee meetings.
In carrying out its duties and responsibilities, the Committee shall have the authority to meet with and seek any information it requires from Company employees, officers, directors or external parties.
The Committee shall have the sole authority to retain and obtain advice and assistance from outside advisors as the Committee determines is necessary to carry out its duties and responsibilities. The Committee shall be responsible for the oversight of the work of such advisors and shall approve all related fees and retention terms, which fees shall be paid for by the Company.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, in a manner consistent with applicable laws and regulations and guidelines of the NYSE.
The Committee’s duties and responsibilities include the following:
Executive and Director Compensation
1. Review at least annually with management the Company’s approach for its compensation and benefits program for its elected officers;
2. Management recommends annual and long-term performance goals and the Committee approves them;
3. Evaluate the performance of elected officers against their respective goals and objectives;
4. Recommend the CEO’s compensation for approval (or in the case of equity incentive compensation awards, ratification) to the independent members of the Board, including direct compensation such as salary, annual incentives, and long-term incentives, and indirect compensation such as pensions, benefits, perquisites, employment contracts and severance;
5. Review and approve the compensation of elected officers (other than the CEO) including direct compensation such as salary, annual incentives, and long-term incentives, and indirect compensation such as pensions, benefits, perquisites, employment contracts and severance; this includes the terms of employment offers to prospective new hires into such positions;
6. Establish stock ownership guidelines covering elected officers and review ownership levels relative to the guidelines on an annual basis;
7. Review annually and recommend for approval to the independent members of the Board direct and indirect compensation for directors who are not employees of the Company, including stock ownership guidelines;
8. Oversee design of and approve changes to the Company’s non-executive and executive compensation and benefit plans on behalf of the Company as employer and plan sponsor of such plans, including the creation, termination, amendment, modification and merger of such plans; provided, however, that changes applicable to or participation by the CEO in any such plan (including as amended or modified) will be approved or ratified by the Board of Directors.
Reports and Administration
9. Review and discuss with management the proposed annual Compensation Discussion and Analysis (the “CD&A”), and recommend to the Board whether the CD&A be included in the annual proxy statement or other applicable filing with the Securities and Exchange Commission (“SEC”). Also, provide a Compensation Committee Report for inclusion in the Company’s annual proxy statement or annual report on Form 10-K that complies with the rules and regulations of the Securities and Exchange Commission;
10. Review and consider responses to all written stockholder proposals related to executive compensation and the results of any advisory votes on executive compensation;
11. Recommend for approval by the independent members of the Board all Company compensation, benefit and related plans, policies and agreements that must be submitted to the stockholders for final approval;
12. Monitor the ongoing administration of such stockholder-approved plans, policies and agreements, as well as those in which elected officers are eligible, including (1) approval of award payouts, (2) establishment of goals under the performance-based plans for each plan year; (3) the aggregate number of shares granted under the long-term incentive plans; and, (4) as required under Internal Revenue Code Section 162(m), certification of Company performance;
13. Review this Charter at least annually and recommend any changes to the Charter that the Committee deems appropriate to the independent members of the Board for approval;
Risk Management and Other
14. Oversee and review at least annually a risk assessment of the Company’s compensation programs;
15. Oversee and review periodically the Company’s management of its human capital risk;
16. Review and monitor the results of the Company’s policies and practices with respect to diversity, inclusion and equal employment opportunity;
17. Retain or obtain advice from compensation consultants, counsel or other advisors at the sole discretion of the Committee and approve in advance any such services provided to the Company;
18. Assess the independence from management of any compensation consultant, counsel or other outside advisors, taking into consideration all factors relevant to such advisor’s independence, including any factors required to be considered under the NYSE listing standards, prior to selecting or receiving advice from any such advisor;
19. Conduct an annual evaluation of the compensation consultant and report results of the evaluation to the Board; and
20. Conduct an annual evaluation of the Committee's own performance and report results of the evaluation to the Board; and
21. Undertake such additional duties and responsibilities that the Board may from time to time prescribe.
Effective February 12, 2020
- Financial Expert
- Independent Director