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Compensation Committee

The Compensation Committee is responsible to the Board for all executive compensation matters; the recommendation of incentive and equity-based compensation plans, defined benefit and contribution plans and other welfare benefit plans; as well as:

  • the recommendation to the Board of an executive compensation policy that is designed to support overall business strategies and objectives; attract and retain key executives; link compensation with business objectives and organizational performance; align executive officers’ interests with those of the Company’s shareholders and provide competitive compensation opportunities;
  • the annual review and recommendation for approval to the Board of corporate goals and objectives relevant to the Chief Executive Officer’s ("CEO") compensation; the evaluation of the CEO’s performance in light of these goals and objectives; reporting the results of this evaluation to the Board, and review and recommendation for approval to the Board of the CEO’s compensation, including salary, bonus, profit sharing and other incentive and equity compensation, based on this evaluation;
  • the evaluation and compensation of other executive officers; and
  • the annual report to the shareholders on the compensation of the Company’s CEO and other executive officers.
The Compensation Committee is comprised entirely of "independent" directors as that term is defined herein and as required by the NYSE listing standards. When selecting members of the Compensation Committee, the Board considers, among other factors, prior service on the committee, or a compensation committee of another public company, or service with a public company that involved executive compensation matters. The Compensation Committee has the authority to retain the services of an independent consultant for advice regarding the discharge of its functions. Executive sessions without management are to be routinely held by the Compensation Committee. The Compensation Committee is comprised entirely of "independent" directors as that term is defined herein and as required by the NYSE listing standards. When selecting members of the Compensation Committee, the Board considers, among other factors, prior service on the committee, or a compensation committee of another public company, or service with a public company that involved executive compensation matters. The Compensation Committee has the authority to retain the services of an independent consultant for advice regarding the discharge of its functions. Executive sessions without management are to be routinely held by the Compensation Committee.

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Corporate Governance