Compensation Committee Charter
Compensation Committee Charter
As revised by the Board of Directors on
February 24, 2021
I. Purposes of the Committee
II. Committee Membership
III. Committee Structure and Operations
The Vice President-Human Resources shall be the Secretary of the Compensation Committee unless the Committee designates otherwise.
In the absence of the Chair during any Committee meeting, the Committee may designate a Chair pro tempore.
The Committee shall grant incentive awards and other compensation by the affirmative vote of a majority of the members at a meeting of the Committee.
For all other business, the Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent.
The Committee may establish sub-committees consisting of one or more members to carry out such duties as the Committee may assign.
IV. Committee Activities
The following shall be the common recurring activities of the Committee in carrying out its purposes. These activities are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.
- Review and approve the corporate goals and objectives relevant to the compensation of the CEO.
- At least annually, at a meeting to which all independent directors are invited, evaluate the CEO's performance as measured against the goals and objectives outlined above.
- Set the salary and other cash and equity compensation for the CEO based on the evaluation described in paragraph 2 and the goals and objectives described in paragraph 1.
- At least annually, at a meeting to which all independent directors are invited, review succession planning and development strategies for senior level positions and executives of the Corporation.
- Make recommendations to the Board with respect to incentive compensation plans and equity-based plans.
- Review and act upon proposed terms of any new plans, programs, and arrangements for the benefit of employees of the Corporation that are modified and made available only to certain executives of the Corporation, or, as appropriate, make such recommendations to the Board with respect thereto as it may deem advisable.
- Set the salaries of employees of the Corporation who are members of the Management Committee, Presidents of the functional organizations and Staff Function Vice Presidents; and set, review or make recommendations with respect to the salaries of such other employees as may be from time to time referred to the Committee by the Chairman of the Board, or President of the Corporation.
- Pursuant to the Corporation's 2003 Incentive Program, a) administer said Program; b) establish in respect to each year a ceiling, subject to the limitations in said Program, on the aggregate number of shares of Corporation common stock that can be awarded under said Program; c) determine, if applicable, the rate of interest to be credited to grantees pursuant to said Program; d) have the exclusive right to make or, on behalf of the Corporation, amend any grants of awards under said Program to eligible employees constituting, those employees who are subject to the reporting requirements of Section 16 under the Securities Exchange Act of 1934 with respect to equity securities of the Corporation, and other such eligible employees as may be from time to time referred to the Committee by the Chairman of the Board, or the President of the Corporation and with respect to grants to such persons, make all decisions concerning the timing, pricing, and amount of such awards and all other determinations and interpretations as contemplated by said Program; and e) set the consideration for any shares of the common stock of the Corporation used in meeting the Corporation's obligations arising from time to time for awards under said Program granted by this Committee.
- Pursuant to the Corporation's Short Term Incentive Program, a) administer said Program; b) establish in respect to each year a ceiling, subject to the limitations in said Program, on the aggregate dollar amount that can be awarded thereunder; c) determine, if applicable, the rate of interest to be credited to grantees pursuant to said Program; and d) make or, on behalf of the Corporation, amend any grants of awards under said Program to eligible employees constituting the group referred to in paragraph 7 above, and with respect to grants to such persons, make all decisions concerning the timing, pricing, and amount of such awards and all other determinations and interpretations, including determinations with respect to recoupment of awards in case of a material negative restatement, as contemplated by said Program.
- Administer any plan which awards are assumed by the Corporation in connection with a merger or acquisition, to the extent provided in such plans.
- Review proposed terms of any new Incentive Program and any major amendment of an existing program, and make such recommendations to the Board with respect thereto as it may deem advisable.
- Report on compensation policies and practices with respect to the Corporation's executive officers as required by SEC rules.
- Review and report on risks arising from the Corporation's compensation policies and practices for employees as required by SEC rules.
- Consider factors that could affect the independence or represent a conflict of interest on the part of any compensation consultant, independent legal counsel, or other adviser the Committee may retain and report thereon as required by SEC and NYSE rules.
- Take such other actions and do other such things as may be referred to it from time to time by the Board.
- The Compensation Committee’s activities in the annual evaluation of the CEO, the communication of resulting feedback to the CEO, and the review of CEO succession plans will be conducted under the oversight of the Lead Director.