Management Development & Compensation Charter
1.0 Membership. The Management Development and Compensation Committee (the MDC Committee) shall consist of three (3) or more directors who satisfy the independence requirements of the New York Stock Exchange, are “non-employee directors” pursuant to Securities and Exchange Commission Rule 16b-3, and are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The members of the MDC Committee shall be elected by the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, to serve at the pleasure of the Board of Directors. The Board of Directors shall designate a chairman from among the membership of the MDC Committee. Upon recommendation by the Nominating and Corporate Governance Committee, the Board of Directors may remove any member of the MDC Committee at any time. Vacancies on the MDC Committee shall be filled by the Board of Directors.
2.0 Purpose. The purpose of the MDC Committee shall be to make recommendations to the Board of Directors concerning the compensation of the Corporation’s “Executive Officers” or “Officers” within the meaning of Rule 3b-7 and Rule 16a-1(f) under the Securities Exchange Act of 1934 (collectively, the Executive Officers) and produce an annual report on executive compensation for inclusion in the Corporation’s annual proxy statement.
3.0 Responsibilities. In order to achieve the purpose outlined in this charter, the MDC Committee shall be assigned the following responsibilities:
3.1 Compensation of Chief Executive Officer (CEO). Review and approve corporate goals and objectives relevant to the CEO’s compensation; evaluate the CEO’s performance in light of those goals and objectives; and recommend to the independent members of the Board of Directors the CEO’s compensation level based on this evaluation.
3.2 Compensation of non-CEO Executive Officers. Review proposed candidates for Executive Officer positions and their development plans and recommend to the Board of Directors the compensation to be paid for services of Executive Officers of the Corporation as established by resolution of the Board from time to time.
3.3 Other Benefits. Make recommendations to the Board with respect to incentive compensation plans which shall include the power to approve the benefits and grants provided by any bonus, supplemental, and special compensation plans, including pension, insurance, health, equity and performance-based executive compensation plans, and such powers as are by statute or the Charter or the Bylaws reserved to the Board of Directors.
3.4 Review of Required Disclosures. Review and discuss with management the Corporation’s Compensation Discussion and Analysis (CD&A) and the related executive compensation information. Based on such review and discussions, if appropriate, recommend that the CD&A be included in the Corporation’s annual report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C; review other disclosures required by the Securities and Exchange Commission related to the Committee or its responsibilities and produce the Compensation Committee report on executive officer compensation required to be included in the Corporation’s proxy statement or annual report on Form 10-K.
3.5 Risk Assessment. Review compensation practices for incentives that may promote inappropriate risk-taking, and any mitigating factors that the Corporation has or should consider implementing, and, no less frequently than annually, provide oversight and assistance, for and among management and the Board of Directors, with respect to the analysis as to whether the Corporation’s compensation policies and practices create risks, including risks that are reasonably likely to have a material adverse effect on the Corporation.
3.6 Committee Advisors and Consultants. Review the services provided by any compensation consultant who has performed services for the MDC Committee to determine whether the provision of such services has given rise to an actual conflict of interest, taking into account such factors as required by the Securities and Exchange Commission and applicable law and such other factors as the MDC Committee determines are relevant.
3.7 Committee Self-Assessment. The MDC Committee shall annually conduct an evaluation of its performance.
4.0 Authorities. In furtherance of its responsibilities, the MDC Committee shall possess the following authorities:
4.1 Outside Advisors. The MDC Committee may, in its sole discretion, select a compensation consultant, legal counsel, or other advisor only after taking into consideration all factors relevant to that person’s independence from management, including the following:
4.1.1 the provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel or other advisor;
4.1.2 the amount of fees received from the Corporation by the person that employs the compensation consultant, legal counsel or other advisor, as a percentage of total revenue of the person that employs the compensation consultant, legal counsel or other advisor;
4.1.3 the policies and procedures of the person that employs the compensation consultant, legal counsel or other advisor that are designed to prevent conflicts of interest;
4.1.4 any business or personal relationship of the compensation consultant, legal counsel or other advisor with a member of the MDC Committee;
4.1.5 any stock of the Corporation owned by the compensation consultant, legal counsel or other advisor; and
4.1.6 any business or personal relationship of the compensation consultant, legal counsel, other advisor or the person employing the advisor with an executive officer of the Corporation.
4.2 Delegated Authority. The MDC Committee may perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors.
4.3 Subcommittees. The MDC Committee may delegate its authority to subcommittees (which may consist of one or more members of the MDC Committee) when it deems appropriate and in the best interest of the Corporations.
4.4 Reports to Board of Directors. The MDC Committee shall report all action by the MDC Committee to the Board of Directors at its meeting next succeeding such action, which (except as specifically reserved to the MDC Committee by statute or the Charter) shall be subject to revision and alteration by the Board of Directors.
4.5 Committee Charter. The MDC Committee shall review and recommend to the Board of Directors the adequacy of its charter and proposed changes from time to time as needed.
4.6 Funding. The Corporation shall provide for appropriate funding, as determined by the MDC Committee, in its capacity as a committee of the Board of Directors, for payment of: (i) compensation to any advisers employed by the MDC Committee; and (ii) ordinary administrative expenses of the MDC Committee that are necessary or appropriate in carrying out its duties.
5.0 Procedures. The MDC Committee shall hold at least three meetings per year and shall meet with management and separately in executive session without management.
- Daniel F. Akerson – Chairman
- Noland Archibald
- Thomas J. Falk
- Ilene S. Gordon
- Vicki A. Hollub