Duties and Responsibilities
The Committee shall, in its judgment:
Compensation Programs and Policies
1. Consider, approve and, where necessary, recommend to the Board for approval, the adoption,
amendment or termination of compensation practices, policies, programs and plans maintained
by the Corporation or its affiliates for executives and, as deemed appropriate, other eligible
employees, including but not limited to cash and stock-based incentive plans, deferred
compensation plans, retirement plans, health and welfare benefit plans and perquisites.
2. Review reports from management regarding compliance matters and any significant issues
pertaining to the implementation or administration of any such plan, policy or program.
3. Establish and annually review a comparison group of companies to provide current, competitive, fact-based data to support Section 16 Officer pay decisions.
4. Review and consider the results of the Corporation’s most recent Say on Pay vote, if any, as well as any other feedback garnered through shareholder outreach initiatives.
5. Review and approve the implementation or revision of any clawback policy allowing the Corporation to recoup compensation paid to executive officers and other employees under certain circumstances.
6. Determine the Corporation’s policy with respect to the application of Section 162(m) of the Internal Revenue Code of 1996, as amended, and when compensation may be paid by the Corporation that is not deductible for federal income tax purposes.
Delegation of Authority
7. Delegate to the Chief Executive Officer (“CEO”) or other members of executive management
from time to time, as appropriate, the authority to adopt, amend or terminate any such plan,
policy or program as the Committee may deem appropriate, subject to the limitations as set
forth in the applicable plan, policy or program and consistent with the duties and responsibilities
set forth herein.
8. Review compensation practices, policies and programs to ensure that they do not encourage
unnecessary or excessive risk taking and assess whether any risks arising from such practices,
policies and programs are reasonably likely to have a material adverse effect on the Corporation.
Incentive and Equity-based Compensation
9. Review and approve performance targets under the performance-based incentive
compensation plans, and approve incentive plan payouts including certification of the
achievement of performance goals under Section 162(m) of the Internal Revenue Code, where
10. Review and approve stock-based and cash-based incentive awards for the CEO and all other Section 16 Officers and delegate to the CEO or the senior human resources officer, acting in consultation with the CEO, the authority to take such actions with respect to stock-related awards provided to other employees, as deemed appropriate.
Evaluation and Compensation of the CEO
11. Conduct an annual review of the performance of the CEO. The Committee, in consultation with
the Board, shall review and approve goals and objectives for the CEO and evaluate his or her
performance in light of these goals and objectives. The Committee shall discuss the results of
the evaluation and determine or, as it deems appropriate, recommend for Board determination
the compensation of the CEO based on this evaluation. The Committee shall discuss the results
of the evaluation with the CEO. The CEO may not be present during voting or deliberations on
his or her compensation.
Evaluation and Compensation of Other Executive Officers
12. Periodically discuss the performance and approve the compensation of all other Section 16 Officers in consultation with the CEO, whose evaluations and recommendations shall be considered in determining the compensation of such Section 16 Officers. The Committee may review any human resources and business unit records, if necessary, for this purpose. In addition, the Committee shall discuss with the Audit Committee, as necessary, the compliance of the Section 16 Officers with the Corporation’s Code of Business Conduct and Ethics.
13. For all Section 16 Officers, review and determine: (i) changes to compensation, including base
pay adjustments, promotions and title changes that impact compensation and stock or stockbased
awards; (ii) any adjustments to incentive opportunity levels under the annual or long-term
incentive programs; (iii) discretionary compensation awards, including any awards under
applicable nonqualified plans; and (iv) special cash compensation awards.
14. Review the total compensation of certain key executives (other than Section 16 Officers) whom
the Committee determines in its sole discretion to review.
15. Review off-cycle equity awards for non-Section 16 officers on an annual basis.
16. Review and approve the Compensation Committee Report for inclusion in the Corporation’s Proxy Statement.
17. Review the Compensation Discussion and Analysis section (“CD&A”) of the Corporation’s
Annual Report on Form 10-K or Proxy Statement with management and provide a
recommendation to the Board regarding the inclusion of the CD&A in the Corporation’s Annual
Report on Form 10-K or Proxy Statement.
Employment and Severance Agreements
18. Review and approve, or recommend to the Board for approval, any substantial or material changes to the Company’s employee benefit plans, including but not limited to the Company’s pension, 401(k) plans, employee stock purchase plans and applicable health and welfare plans.
Employee Benefit Plans
19. Review and approve, or recommend to the Board for approval, any substantial or material
changes to the Company’s employee benefit plans, including but not limited to the Company’s
pension, 401(k) plans and applicable health and welfare plans.
Administration and Governance
20. Review and assess the adequacy of this Charter on an annual basis with the advice of the
21. Report periodically to the Board regarding the foregoing activities.
22. In addition to the foregoing, the Committee shall perform such other functions as may be
committed to it under the resolutions and other directives of the Board.
At least annually, the Committee shall conduct an evaluation of its performance. The evaluation shall compare the performance of the Committee with the requirements of this Charter. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate.
Delegation to Subcommittee
The Committee may, as appropriate and consistent with applicable regulations, laws and listing
standards, delegate all or a portion of its duties and responsibilities to the Committee Chair or a
subcommittee of the Committee.
The Committee shall have available to it such support personnel, including management staff,
outside auditors, attorneys and consultants as it deems necessary to discharge its responsibilities. The
Committee may obtain advice and assistance from outside advisers who are advisers to the Corporation.
In addition, the Committee may select and appoint advisers to separately advise the Committee.
Accordingly, the Committee shall have the sole authority to select, retain and terminate any compensation
consultant, legal counsel or other advisers to the Committee as the Committee deems appropriate in
discharging its duties. With respect to such advisers, the Committee will be directly responsible for the
selection, appointment, terms of engagement (including compensation) and oversight of such advisers.
Whether the Committee receives advice from an adviser to the Corporation or an adviser separately
selected and appointed by the Committee, prior to engaging such advisor, the Committee will consider
the adviser independence factors under applicable NASDAQ Stock Market listing standards and any
other factors deemed relevant by the Committee.
The Committee shall receive appropriate funding from the Corporation, as determined by the
Committee, for the payment of compensation to its compensation consultants, legal counsel and other