corporate governance

Compensation and Human Resource Committee Charter

The Compensation and Human Resource Committee shall (a) discharge the Board's responsibilities relating to compensation of the Company's executives, (b) provide general oversight of the Company's management compensation philosophy and practices, benefit programs, and strategic workforce initiatives, (c) oversee the Company's succession planning and leadership development activities, and (d) review and discuss with management the disclosure that appears in the Company’s proxy statement with respect to the Company’s executive compensation policies and procedures and produce the Committee’s annual report related to such disclosure for inclusion in the Company's proxy statement. The Committee shall report to the Board of Directors and be responsible for ensuring that the Company provides a compensation and benefits program appropriate to maintain and develop management personnel of a caliber capable of ensuring the continued success of the Company. In addition, the Committee shall ensure that such program is appropriate to attract and retain the services of key employees whose judgment, interest and effort drive the successful conduct of the Company's operations.

Committee Composition
The Compensation and Human Resource 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 Securities Exchange Act of 1934, and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.

Primary Duties and Responsibilities
Executive Officer Compensation

  1. Review and approve the Company's total compensation goals, objectives and programs covering executive officers.
  2. Review the competitiveness of the Company's total executive compensation practices.
  3. Review and approve, at least annually, the goals and objectives of the Chief Executive Officer (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.
  4. Evaluate and review, at least annually, the performance levels of the Company’s other executive officers in light of the Company’s goals and objectives, taking into account the CEO’s recommendation and evaluation of each officer’s performance.  Determine the compensation to be paid based on this evaluation and other criteria deemed appropriate by the Committee.
  5. Review and approve any employment agreements and severance agreements, change-in-control or deferred compensation arrangements, and any special or supplementary compensation and benefits for the Company’s CEO and other executive officers, as well as any persons who formerly served as executive officers, including supplemental retirement benefits and the perquisites, if any, provided to them during and after employment, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans.
  6. Review and recommend to the Board of Directors for approval (including those that require stockholder approval) the Company's compensation plans applicable to executive officers, including incentive-compensation plans, and all equity-based compensation plans..
  7. Review and make recommendations to the Board with respect to stockholder approval of executive compensation (say-on-pay votes) and the frequency of say-on-pay votes.  The Committee will also review and consider stockholder feedback as appropriate.

Human Resource and Leadership Development

  1. Oversee the Company's plans for management succession and development and, on an annual basis, assist the Board in reviewing and monitoring succession planning.
  2. Provide guidance as needed regarding the Company's strategic workforce initiatives and practices, and review recommendations of Company management for major changes in compensation, benefit and retirement plans which have application to significant numbers of the Company's total employees and which require review or action by the Board of Directors or the Company's stockholders.
  3. Exercise administrative and oversight functions assigned to the Committee under the Company's various benefit plans, including the Company’s 401(k) plan.  The Committee may delegate those responsibilities to management as it deems appropriate.
  4. Review management's proposals to make significant organizational changes in the Company, prior to consideration by the full Board of Directors, if possible under the circumstances.
  5. Monitor the Company's overall compensation and benefit programs and make recommendations regarding significant changes with respect to such programs.
  6. Periodically review and monitor the Company’s diversity and inclusion practices.

Reporting Responsibilities

  1. 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.
  2. 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

  1. The Committee will periodically review the stock ownership guidelines and compliance of the CEO and other executive officers with such guidelines.
  2. 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.
  1. 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.
  2. Perform such other oversight functions that from time to time may be assigned to it by the Board.
  3. Review and reassess the adequacy of the Committee's charter periodically.
  4. 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.
  5. 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.
  6. 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
  1. The Committee shall hold at least four regular meetings during the year and additional meetings at any time as the Committee Chair deems necessary. 
  2. On a regular basis, but no less than annually, the Committee shall meet in executive session.
  3. A majority of the Committee members shall constitute a quorum, present in person or by telephone or through other telecommunications.
Amended and Restated: April 29, 2013