Compensation Committee Charter
PURPOSE
The purpose of the Compensation Committee is to provide assistance to the Board of Directors in discharging the Board’s responsibilities relating to compensation of the Company’s executives.
QUALIFICATIONS
The Compensation Committee shall consist of three or more members of the Board, each of whom shall be independent as defined by the requirements of the primary trading market or security exchange on which the Company’s securities are traded.
ORGANIZATION
The Board of Directors shall annually designate the members and the Chairman of the Compensation Committee. A majority of the Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is present shall be the action of the Committee. The Committee shall keep a record of its actions and proceedings, and shall make a report thereof from time to time to the Board of Directors.
MEETINGS
The Committee shall meet as often as its members deem necessary to perform the Committee’s responsibilities.
POWERS, DUTIES AND RESPONSIBILITIES
The Compensation Committee shall:
- Review and approve the Company’s goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the Board the CEO’s compensation level based on this evaluation.
- Consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years when determining the long-term component of the CEO’s compensation.
- Review subsidiary’s Board and Committee compensation actions.
- Make recommendations to the Board with respect to compensation, incentive-compensation plans and equity-based plans.
- Oversee and direct the activities of the Employee Deferred Compensation and Stock Ownership Plan and the Plan Trustees.
- As required by Item 407(e) of Regulation S-K of the Securities and Exchange Commission’s Rules and Regulations (or any successor provision thereto):
- review and discuss the Compensation Discussion and Analysis
- based on the review and discussions, recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K and, as applicable, the Company’s proxy statement.
- Review and update this charter from time to time for consideration and adoption by the Board of Directors;
- Evaluate the performance and function of the Compensation Committee from time to time; and
- Perform such additional duties and have such additional responsibilities as the Board time; and
- Have the authority, to the extent it deems necessary or appropriate, to retain a compensation consultant to assist in the evaluation of director, CEO or senior executive compensation. The Committee shall have authority to retain and terminate any such consulting firm, including authority to approve the firm’s fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any consulting firm or other advisors employed by the Committee.
