corporate governance

Compensation and Human Resource Committee Charter

Purpose
The Compensation and Human Resource Committee (the “Committee”) shall (a) discharge the Board's responsibilities relating to compensation of the Company's executive officers, and (b) oversee the Company's policies, strategies and progress related to people management, including succession planning and leadership development activities for the Chief Executive Officer (“CEO”) and other executive officers. For purposes of this Charter, the term “executive officer” refers to those officers of the Company designated by the Board as officers under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Committee Composition
The Committee shall consist of at least two members of the Board of Directors, one of whom shall serve as Chair of the Committee.  The members shall be appointed or removed by a majority of the Board of Directors.  All of the members of the Committee shall be "independent" Directors as determined by the Board under the standards set forth in the Board's Corporate Governance Guidelines and the New York Stock Exchange Listing Standards.  Additionally, at least two members of the Committee shall qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act.

Primary Duties and Responsibilities
Executive Officer and Other Compensation

1. Review and approve the Company's total compensation goals, objectives and programs covering executive officers.
2. Review and approve, at least annually, the goals and objectives of the CEO relevant to compensation, evaluate the CEO’s performance against such goals and objectives and, together with the other independent members of the Board, determine compensation to the CEO based on this evaluation.  In determining the incentive components of the CEO's compensation, the Committee will consider the Company's performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, the awards given to the CEO in past years, and other criteria deemed appropriate by the Committee.
3. Review and approve, at least annually, the goals and objectives of the other executive officers relevant to compensation, evaluate their performance against such goals and objectives and determine compensation to the other executive officers based on this evaluation.  
4. Review and approve (or recommend to the Board of Directors for approval, if Board approval is required by the terms of such plan or arrangement) any employment agreements and severance plans or agreements, change-in-control or deferred compensation plans or arrangements, any special or supplementary compensation and benefits, perquisite arrangements and any cash-based incentive plans for the Company’s current or former executive officers.
5. Review and make recommendations to the Board with respect to stockholder approval of the compensation of named executive officers (say-on-pay votes) and the frequency of say-on-pay votes.  The Committee will also review and consider stockholder feedback as appropriate.
6. Oversee engagement with stockholders and proxy advisory firms on compensation matters for executive officers.
7. Periodically review and revise a peer group of companies against which to assess the Company’s compensation programs and practices for executive officers so that they are competitive and supportive of the Company’s strategy and objectives.
8. Review and recommend to the Board of Directors for approval any equity-based incentive plans applicable to employees generally and any equity award granting policy.
9. Administer the Company’s (a) equity-based incentive plans for employees, and (b) any severance plans, change-in-control or deferred compensation plans, any special or supplementary compensation and benefits, perquisite arrangements and any cash-based incentive plans for the Company’s current or former executive officers.
10. Review annually the potential risk to the Company from its compensation programs, including any incentive compensation plans, and management’s reporting on the connection between pay and risk taking.
11. Review periodically the stock ownership guidelines, and review annually compliance of the CEO and other executive officers with such guidelines.

People and Leadership Development

12. Oversee the Company's plans for succession and development for the CEO and other executive officers and, on an annual basis, assist the Board in reviewing and monitoring such succession planning.
13. Exercise administrative and oversight functions assigned to the Committee under the Company's various benefit plans that are subject to ERISA, including the Company’s 401(k) plan. The Committee may delegate those responsibilities to management as it deems appropriate.
14. Periodically review and monitor the Company’s people management activities, including the Company’s disclosure of such activities in its public filings and reports.  These activities include matters relating to talent management and development, talent acquisition, employee engagement, and diversity, equity, and inclusion practices.

Reporting Responsibilities

15. In accordance with applicable rules and regulations, the Committee will (a) review and discuss the Compensation Discussion and Analysis (“CD&A”) required to be included in the Company’s proxy statement and annual report on Form 10-K with management and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be included therein, and (b) produce the Committee’s annual report on executive compensation for inclusion in the Company's proxy statement. 
16. Report at the next regular meeting of the Board all significant items discussed at any Committee meeting and make recommendations to the Board as appropriate.

Other Responsibilities and Authority

17. The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant, independent legal counsel or other advisor (“Advisor”), as necessary to assist with the execution of its duties and responsibilities.  The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Advisor retained by the Committee.  The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to an Advisor retained by the Committee.  The Committee may select an Advisor to the Committee only after taking into consideration all factors relevant to that person’s independence from management, including the following independence factors:

    • The provision of other services to the Company by the person that employs the Advisor;
    • The amount of fees received from the Company by the person that employs the Advisor, as a percentage of the total revenue of the person that employs the Advisor;
    • The policies and procedures of the person that employs the Advisor that are designed to prevent conflicts of interest;
    • Any business or personal relationship of the Advisor with a member of the Committee;
    • Any stock of the Company owned by the Advisor; and
    • Any business or personal relationship of the Advisor or the person employing the Advisor with an executive officer of the Company.

The Committee shall evaluate whether any Advisor retained or to be retained by the Committee has any conflict of interest based on an evaluation of the above independence factors.

18. On an annual basis, evaluate the Committee's performance and report such evaluation to the Board.  The Committee shall conduct this evaluation in such manner as it deems appropriate.
19. Perform such other oversight functions that from time to time may be assigned to it by the Board.
20. Review and reassess the adequacy of this Compensation and Human Resource Committee's charter periodically.
21. The Committee may form and delegate authority to subcommittees of the Board and the CEO as it deems appropriate and as permitted under applicable law.
22. The Committee may request that members of management be present at its meetings as it may deem desirable and appropriate.  The Committee shall have all of the resources and authority to discharge its duties and responsibilities.

Structure and Operations

23. The Committee shall hold at least four regular meetings during the year and additional meetings at any time as the Committee Chair deems necessary.
24. On a regular basis, but no less than annually, the Committee shall meet in executive session.
25. A majority of the Committee members shall constitute a quorum, present in person or by telephone or through other telecommunications.