Compensation Committee

Compensation Committee Charter


The Compensation Committee’s role is to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers, Board of Directors, and, the adoption of policies that govern the Company’s compensation and benefit programs, oversight of plans for employees and Board members.


The membership of the Committee consists of at least three directors, each of whom shall (a) meet the independence requirements established by the Board and applicable laws, regulations and listing requirements, (b) be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and (c) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. The Board appoints the members of the Committee and the chairperson. The Board may remove any member from the Committee at any time with or without cause.


The Committee meets at least four times a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will meet periodically in executive session without Company management present. The Committee will cause to be kept adequate minutes of its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Delaware.


The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel, compensation consultants, or other experts or consultants, as it deems appropriate, including sole authority to approve the fees and other retention terms for such persons. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

Except as otherwise delegated by the Board or the Committee, the Committee will act on behalf of the Board.

The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee. The Committee will periodically recommend to the Board for approval, grants of equity-based compensation to eligible employees who are not executive officers. The Committee may delegate to the Chief Executive Officer the authority to make grants of equity-based compensation to eligible individuals who are not executive officers, subject to Board approval. Any executive officer to whom the Committee grants such authority shall regularly report to the Committee grants so made and the Committee may revoke any delegation of authority at any time.


Subject to the provisions of Corporate Governance Guidelines, the principal responsibilities of the Compensation Committee are as follows:

  1. Board Compensation. Periodically review the compensation paid to non-employee directors and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as a director.
  2. Chief Executive Officer Compensation
    1. Assist the Board in establishing CEO annual goals and objectives.
    2. Recommend CEO compensation to the other independent members of the Board for approval.
      1. In making this recommendation, consider the results of the annual CEO evaluation performed by the Chairman of the Board of Directors with the advice and comments of the Compensation Committee and of the other independent directors.
      2. The CEO may not be present during deliberations or voting concerning the CEO’s compensation.
  3. Other Executive Officer Compensation
    1. Oversee an evaluation of the performance of the Company’s executive officers and business unit leaders, as well as their annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers and business unit leaders.
    2. Review the structure and competitiveness of the Company’s compensation programs considering the following factors: (i) the attraction and retention; (ii) the motivation to achieve the Company’s business objectives; and (iii) the alignment of the interests with the long-term interests of the Company’s shareholders.
    3. Review and approve compensation packages for new Board members, executive officers and business unit leaders and termination packages for Board members, executive officers and business unit leaders.
  4. Other Compensation. Review and approve the compensation structure for executives at the level of business unit leaders and above, other than executive officers.
  5. Development and Succession Planning. Review and discuss with the CEO and report to the Board plans for leadership development and corporate succession plans for the CEO and other leaders.
  6. General Compensation Oversight. Monitor and evaluate matters relating to the compensation and benefits structure of the Company as the Committee deems appropriate, including:
    1. Provide guidance to management on significant issues affecting compensation philosophy or policy.
    2. Provide input to management on whether compensation arrangements for Company executives incentivize unnecessary and excessive risk taking.
    3. Review and approve policies regarding CEO and other executive officer compensation.
  7. Equity and Other Benefit Plan Oversight
    1. Serve as the “Committee” established to administer the Company’s equitybased and employee benefit plans, and perform the duties of the Committee under those plans.
    2. Appoint and remove plan administrators for the Company’s retirement plans for the Company’s employees and perform other duties that the Board may have with respect to the Company’s retirement plans.
  8. Compensation Consultant Oversight
    1. Retain and terminate compensation consultants that advise the Committee, as it deems appropriate, including approval of the consultants’ fees and other retention terms.
    2. Ensure that the compensation consultant retained by the Committee is independent of the Company.
  9. Disclosure. Discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) for the annual proxy statement; based on the review and discussion, recommend to the Board that the CD&A be included in the Company’s annual report or annual proxy statement; and produce an annual report of the Compensation Committee on executive compensation for the Company’s annual proxy statement in compliance with and to the extent required by applicable Securities and Exchange Commission rules and regulations and relevant listing authority.
  10. Other Responsibilities
    1. Regularly review and make recommendations to the Board about changes to the charter of the Committee.
    2. Obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations.
  11. Report to the Board. Report to the Board on a semi-annual basis on the activities of the committee and obtain Board approval, where necessary.
David Kronfeld William Hagan, Ph.D. Alan Levine
  • Member
  • Chair
  • Financial Expert
  • Independent Director