Compensation Committee Charter
Members: Frederick B. Henry - Chair, Mell Meredith Frazier, Philip A. Marineau, Elizabeth E. Tallett
The Compensation Committee is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Company's officers. The Committee has overall responsibility for approving and evaluating the compensation and benefits philosophy of the Company and the Company's compensation plans, policies and programs.
The Compensation Committee shall also review and discuss with the Company's management the Compensation Discussion and Analysis (CD&A) to be included in the Company's annual proxy statement and determine whether to recommend to the Board of Directors that the CD&A be included in the proxy statement. It shall also provide the Compensation Committee disclosure for inclusion in the Company's proxy statement that complies with the rules and regulations of the Securities and Exchange Commission.
The Compensation Committee shall consist of no fewer than three members. The members of the Compensation Committee shall meet the independence requirements of the New York Stock Exchange unless the Company has claimed a "Controlled Company Exemption" for the Compensation Committee as defined in Section 303.A.00 of the New York Stock Exchange Listed Company Manual. The members of the Compensation Committee shall also meet the definitions of "non-employee director" within the meaning of Rule 16b-3 promulgated under the Securities and Exchange Act of 1934, as amended, and "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, (the "Code").
The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating/Governance Committee. Compensation Committee members may be replaced by the Board.
Committee Authority and Responsibilities
- The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of CEO or senior executive compensation and shall have sole authority to approve the consultant's fees and other retention terms. In its selection of a compensation consultant, the Compensation Committee shall consider any fees paid to the compensation consultant for non-executive compensation services and such other factors as the Compensation Committee shall deem appropriate. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. In retaining its advisors, the Committee will consider the advisor's independence from management in accordance with the rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.
- The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and determine and approve the CEO's overall compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will 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 CEO in past years.
- The Compensation Committee shall annually review and consult with the Board as appropriate on the compensation programs with respect to all officers and other key executives, including incentive compensation plans and equity-based plans.
- The Compensation Committee shall at least annually and periodically if, as and when appropriate review and approve, for the CEO and the senior executives of the Company, (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) all other incentive awards and opportunities, (e) employment agreements, severance arrangements, and change in control agreements and change in control provisions affecting any elements of compensation and benefits, and, (f) any special or supplemental benefits. In addition, the Compensation Committee shall receive periodic reports on the Company's compensation programs as they affect all employees. Finally, the Compensation Committee shall review and approve any special or supplemental compensation and benefits for the CEO and the senior executives and persons who formerly served as the CEO and/or as senior executives, including supplemental retirement benefits and the perquisites provided to them during and after employment.
- The Compensation Committee shall consider and assess the Company's compensation policies and practices and determine if they are reasonably likely to have a material adverse effect on the Company, and, if so, make appropriate modifications to reduce the risk.
- The Compensation Committee shall, in consultation with management, oversee the Company's policies on structuring compensation programs to preserve tax deductibility, to the extent feasible and in the best interests of the Company and its shareholders, and, as and when required, establish performance goals and certify that performance goals have been attained for purposes of Section 162(m) of the Code.
- The Compensation Committee shall oversee all matters relating to shareholder advisory voting on executive compensation for the Company's named executive officers ("say-on-pay"), the frequency of such voting and shareholder advisory voting regarding change of control or "golden parachute" payments (if any), and the action to be taken, if any, by the Committee as a result of the shareholder vote.
- The Compensation Committee may form and delegate authority to subcommittees when appropriate.
- The Compensation Committee shall make regular reports to the Board.
- The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review its own performance.