The Officer Nomination and Compensation Committee is appointed by the Board of Directors to discharge the Board's responsibilities relating to nomination, evaluation and compensation of the Company's executives and the review of equal employment and diversity programs.
Committee Membership
The Committee will be composed of at least three directors, all of whom satisfy the definition of "independent" under the listing standards of the New York Stock Exchange (NYSE). All Committee members shall also be "non-employee directors" as defined by Rule 16b-3 under the Securities Exchange Act of 1934 and "outside directors" as defined by Section 162(m) of the Internal Revenue Code. The Committee members and Chair will be appointed by the Board and may be removed by the Board in its discretion. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.
Meetings
The Committee shall meet as often as its members deem necessary to perform the Committee's responsibilities, but in no event less than four times per year.
Committee Authority and Responsibilities
The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a compensation consultant to assist in the evaluation of director, Chief Executive Officer (CEO) or senior executive compensation. The Committee shall have sole authority to retain and terminate any such consulting firm, including sole authority to approve the firm's fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any consulting firm or other advisors employed by the Committee.
The Committee will make regular reports to the Board and will propose any necessary action to the Board. The Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The committee will annually evaluate the Committee's own performance.
The committee will:
Recommend to the Corporate Governance Committee the CEO's compensation, based on the Corporate Governance Committee's report on its evaluation of CEO performance.
Approve compensation of the CEO's direct executive reports.
Review and approve periodically a general compensation policy for other officers of the Company and officers of its principal subsidiaries.
Consider the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company's CEO in past years when determining the recommended long-term component of the CEO's compensation.
Make recommendations to the Board with respect to adoption of incentive-compensation plans and equity-based plans.
Review and evaluate the risks associated with the Company's compensation policies and practices and the steps management has taken to monitor and control such risks.
Recommend Company officer candidates for election by the Board.
Oversee the process of evaluation of management.
Produce an annual report on executive compensation for inclusion in the proxy statement as the Compensation Committee Report.
Review the Company's procedures, programs, policies and practices, and make recommendations to management with respect to equal employment opportunity and diversity initiatives.
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W. Lee Nutter
Richard A. Abdoo
