Compensation & Succession Planning Committee*
Compensation and Succession Planning Committee Charter
There shall be a Committee of the Board of Directors to be known as the Compensation and Succession Planning Committee (the “Committee”). The Committee, including the Chair thereof, shall be appointed by the Board of Directors and shall comprise at least three directors, all of whom are independent of the management of the Company, are independent as defined in the New York Stock Exchange Rules, Section 10C(a) of the Securities Exchange Act of 1934, as amended, and the Corporate Governance Principles of the Company and are free of any relationship that in the opinion of the Board of Directors would interfere with his/her exercise of independent judgment as a Committee Member. A Committee member will serve during his or her respective term as a director, subject to earlier removal by a majority vote of the Board. The Committee has the authority to delegate any of its responsibilities to a subcommittee or internal committee as the Committee may deem appropriate in its sole discretion.
Subject to the Company’s Bylaws and resolutions of the Board, meetings of the Committee may be held at any place from time to time as designated by the Chair of the Committee. A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the Committee. Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting, if prior to such action all members of the Committee consented thereto in writing and the writing is filed with the minutes of proceedings of the Committee. The Committee shall keep a record of its actions and proceedings, and the Chair of the Committee shall make a report thereof from time to time to the Board.
Statement of Policy
The role of the Compensation and Succession Planning Committee is to recommend, establish, oversee and direct the Company’s executive compensation policies and programs and to recommend to the Board of Directors compensation for executive officers. In carrying out this role, the Committee believes it is important to align executive compensation with Company values and objectives, business strategies, management initiatives, business financial performance and enhanced shareholder value. The Committee is also responsible for reviewing and making recommendations with respect to management development and succession planning for senior executives with the purpose of motivating, developing and retaining personnel with the requisite skills and abilities to enable the Company to achieve its business objectives.
Roles and Responsibilities
The Committee's roles and responsibilities are to:
Compensation Strategy, Implementation and Oversight Responsibilities
1. Review annually and approve:
a. the Company’s executive compensation strategy to ensure that management is rewarded appropriately for its contributions to Company profitability; and
b. the individual elements of total compensation for the Chief Executive Officer and other members of senior management, including any other executive officers.
2. Ensure that the executive compensation strategy supports the Company's objectives and stockholder interests.
3. Determine whether the annual incentive compensation plan is administered consistently with the Company's compensation strategy.4. Review and approve annually corporate goals and objectives relevant to the Chief Executive Officer’s compensation; evaluate the Chief Executive Officer’s performance in light of these goals and objectives; and determine and approve the Chief Executive Officer’s compensation based on this evaluation, either as a Committee or together with the other independent directors of the Board (as directed by the Board).
5. Evaluate the performance of management annually and make recommendations to the Board with respect to compensation, incentive compensation plans and equity-based compensation plans for management.
6. Assess whether the Company’s incentive compensation policies and practices are appropriately structured to align with the Company’s strategy with respect to risk management and risk mitigation, including the avoidance of incentives that would encourage inappropriate and excessive risk-taking in business decisions.
7. Review and approve the Company’s peer group companies as a benchmark for evaluating the competitive posture of the Company’s executive compensation program and to establish appropriate targets, as well as levels and mix of compensation elements, for executive compensation.
8. Approve or recommend employment agreements and severance agreements for the Chief Executive Officer and other executive officers.
Management Development and Succession Planning
9. Meet with management at least annually to review and make recommendations relating to succession planning for the Chief Executive Officer and review development plans for those individuals identified as potential successors to the Chief Executive Officer.
10. Meet with management at least annually to review and make recommendations relating to talent management and succession planning for senior management, including the identification of high potential performers.
11. On an annual basis, review with the Board the succession plan for the Chief Executive Officer, including in the event of an emergency.
Compensation Disclosure Responsibilities
12. Review and discuss with management the Compensation Discussion and Analysis (“CD&A”) and the related tabular and other disclosures about executive compensation that are required to be included in the Company’s Annual Proxy Statement and Annual Report on Form 10-K; and recommend to the Board whether the CD&A should be included in the Company’s Annual Proxy Statement and Annual Report on Form 10-K.
13. Prepare a report of the Committee as required by applicable law to be included in the Company’s Annual Proxy Statement and Annual Report on Form-10-K.
14. Oversee the Company’s submissions to stockholders on executive compensation matters, including reviewing the results of any stockholder advisory vote on executive compensation or the frequency of such votes and considering whether to take any action in response to such votes.
Stock Option and Other Long-Term Incentive Strategy, Implementation and Oversight Responsibilities
15. Monitor the Company’s compensation, equity and long-term incentive compensation programs and practices to ensure appropriate alignment with the Company’s overall performance objectives.
16. Propose equity and long-term incentive plans to shareholders that are consistent with shareholder interests in providing a competitive incentive plan for key associates, determine the guidelines in administering the plans, award grants and monitor their effectiveness.
17. Oversee the administration of the stock ownership guidelines established by the Board for executive officers.
18. Oversee the Company’s compliance with New York Stock Exchange requirements that, with limited exceptions, stockholders approve equity compensation plans.
Compensation Consultant and Adviser Responsibilities
19. In its sole discretion, retain or obtain the advice of any compensation consultant, independent legal counsel or other adviser.
20. Have direct responsibility for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other adviser retained by the Committee.
21. Receive from the Company appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other adviser retained by the Committee.
22. Conduct an independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee, other than in-house legal counsel, taking into consideration all factors relevant to that person’s independence from management, including the factors required to be considered under the New York Stock Exchange Rules.
23. Ensure that any compensation consultant (including such consultant’s affiliates) retained by the Committee to assist in the evaluation of the compensation of the Chief Executive Officer or any other executive officer has not received, and will not receive, during any such fiscal year payment from the Company for the performance of any other services for the Company (other than a de minimus amount of services having an aggregate value of less than $120,000 during any such fiscal year and excluding any payment for services rendered to the Board or another Board Committee).
24. Oversee the Company’s disclosure to stockholders in the Company’s Annual Proxy Statement and Annual Report on Form 10-K regarding any conflict of interest raised by the work of a compensation consultant in accordance with rules and regulations of the Securities and Exchange Commission.
25. Review and make investment decisions relating to the retirement plans of the Company as well as oversee and approve changes to these plans.
26. Oversee the administration of the Company’s employee benefit plans and retirement plans or, to the extent delegated by the Committee, monitor the activities of any internal committee charged with or delegated any such responsibility.
27. Review the Committee Charter annually and recommend any proposed changes to the Board for approval.
28. Conduct an annual performance evaluation of the Committee.
Adopted by the Board on October 29, 2003.
Amended by the Board on May 24, 2007.
Amended by the Board on November 8, 2007
Amended by the Board on November 12, 2009
Amended by the Board on November 10, 2011
Amended by the Board on November 15, 2012
Amended by the Board on March 5, 2014
- Financial Expert
- Independent Director