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Compensation, Management Development and Succession
Committee Charter
Purpose
The Committee is appointed by the Board of Directors to discharge the
Board’s responsibilities relating to compensation of the Company’s
executive officers, to oversee plans for management development and succession,
and to exercise and perform the authority, duties and responsibilities
set forth in this charter.
Membership
- The Committee shall be comprised of at least three (3) Board members
appointed by the Board after considering the recommendation of the Nominating
and Governance Committee. Committee members shall serve at the pleasure
of the Board and for such term as the Board determines. The Board shall
designate one Committee member as the Committee's chair.
- Each
Committee member shall have no material relationship with the Company
and shall otherwise satisfy the independence requirements of the Company
and the New York Stock Exchange.
Operations
- The Committee shall hold regular meetings at least four times per
year and report to the Board on a regular basis.
- The Committee may
form and delegate to one or more subcommittees all or any portion of
the Committee’s authority, duties and responsibilities, and may
establish such rules as it determines necessary or appropriate to conduct
its business.
- The Committee shall have direct access to, and complete
and open communication with, management and may obtain advice and assistance
from internal legal, accounting or other advisors to assist it. The Committee
may retain or obtain the advice of legal, accounting, consulting or other
advisors to assist it, and shall be responsible for the appointment,
compensation and oversight of such advisors. The Committee shall determine
reasonable compensation for such advisors, and the Company shall be responsible
for any costs or expenses so incurred. Prior to retaining or obtaining
the advice of an advisor, the Committee shall evaluate the independence
of such advisor as required by the New York Stock Exchange or any other
applicable law, regulation or listing standard.
Authority, Duties and Responsibilities
The Committee shall:
- Review and approve corporate goals and objectives relevant to the
compensation of the CEO, evaluate his or her performance in light of
those goals and objectives, and determine his or her compensation level
based on that evaluation. In determining the long-term incentive component
of CEO compensation, the Committee should consider the Company’s
performance and relative shareholder returns, the value of similar incentive
awards to counterparts at comparable companies, the awards given to the
CEO in past years and such other factors as the Committee considers appropriate.
- Approve the compensation of executive officers and such other officers
and employees as the Committee determines appropriate.
- Produce an
annual Compensation Committee Report to be included in the Company's
annual report and proxy statement. In connection with the Report, review
and discuss with management the Compensation Discussion and Analysis
section, and based on such review and discussion, recommend to the Board
that the Compensation Discussion and Analysis section be included in
the Company's annual report and proxy statement.
- Oversee the Company’s
policies on structuring compensation programs for executive officers
to preserve tax deductibility, and, as and when required, establish performance
goals and certify that performance goals have been attained for purposes
of Internal Revenue Code Section 162(m).
- Review and approve any employment
agreement, new hire award or new hire payment proposed to be made with
or to a proposed or current executive officer.
- Review and approve
any severance, change-in-control or similar termination agreement, award
or payment proposed to be made with or to any current or former executive
officer.
- Oversee the evaluation of management.
- Oversee plans for
management development and succession.
- Review the Company’s
incentive compensation arrangements, including with the Company’s
Chief Risk Officer, to help ensure that such arrangements are consistent
with the safety and soundness of the Company and do not encourage excessive
risk-taking, and otherwise consistent with applicable related regulatory
rules and guidance.
- Administer, amend, approve, and make recommendations
to the Board regarding, as it determines appropriate, any present or
future incentive compensation plan, equity-based plan or employee benefit
plan providing that it shall be administered or amended by the Board
or the Committee. The Committee is also authorized to exercise and perform
any power, authority, discretion or duty of the Board or the Committee
that any such plan provides shall be exercised or performed by the Board
or the Committee, including without limitation to (i) issue or grant
equity-based awards pursuant to such plan, (ii) authorize or reserve
shares of common stock for issuance thereunder and (iii) make any such
equitable anti-dilution adjustments required in the event of an equity
restructuring or similar event.
- Create and amend, as it determines
appropriate, any trusts (including existing trusts) related to any present
or future incentive compensation plan, equity-based plan or employee
benefit plan providing that it shall be administered or amended by the
Board or the Committee. The Committee is also authorized to exercise
and perform any power, authority, discretion or duty of the Board or
the Committee that any such trust provides shall be exercised or performed
by the Board or the Committee.
- In compliance with the terms of this
charter, retain and terminate, in its sole discretion, any compensation
consultant or other advisor used to assist in the evaluation of CEO or
senior executive compensation or any other matter that comes before the
Committee and to approve the consultant’s or other advisor’s
fees and other retention terms.
- Review and assess annually the adequacy
of this charter and, if appropriate, recommend changes to the charter
to the Board.
- Review and assess annually its performance and report
the results to the Board.
- Have such other authority, duties or responsibilities
as may be delegated to the Committee by the Board.
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