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 and such other officers and employees as the Committee determines appropriate (Covered 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 Board members appointed by the Board after considering the recommendation of the Governance and Sustainability 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. Meetings shall include any participants the Committee deems appropriate and shall be of sufficient duration and scheduled at such times as the Committee deems appropriate to discharge properly its responsibilities. A Covered Officer may not be present when the Committee discusses his or her performance or deliberates on or approves his or her compensation.
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 the Committee’s business.
The Committee shall have direct access to, and complete and open communication with, the Company’s management and may obtain advice and assistance from internal legal, accounting or other advisors. The Committee may also 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. 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.
The Company shall provide for appropriate funding, as determined by the Committee, for the payment of (i) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities and (ii) compensation to legal, accounting, consulting or other advisors retained by the Committee.
The Committee shall review and assess its performance annually and report the results to the Board.
The Committee shall review and assess the adequacy of this charter annually and, if appropriate, recommend changes to the charter to the Board.
Authority, Duties and Responsibilities
The Committee shall:
Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, 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 Chief Executive Officer 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 Chief Executive Officer in past years and such other factors as the Committee considers appropriate.
Approve the compensation of Covered Officers and any other employees referred to the Committee for review by the Head of a Control Function (e.g., the Chief Financial Officer, the Chief Risk Officer, the Chief Audit Officer and/or the Head of Non-Financial Risk), the Chief Legal Officer and/or the Chief Human Resources Officer.
Periodically review and modify, as it deems it appropriate, the personal benefits provided to Covered Officers.
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, provide a recommendation to the Board regarding the inclusion of the Compensation Discussion and Analysis section in the Company's annual report and proxy statement.
Review and discuss, as and when appropriate, the Company’s voluntary public human capital disclosures.
Oversee actions taken by the Company to seek shareholder approval of executive compensation matters and review shareholder proposals related to human capital, executive compensation, and other matters subject to Committee oversight.
Review and approve any employment agreement, new hire award or new hire payment proposed to be made with or to a proposed or current Covered 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 Covered Officer.
Oversee the evaluation of Covered Officers and such other members of management as the Committee determines appropriate.
Oversee plans for management development and succession, and assist the Board in its oversight of Company strategies, policies and practices related to human capital management generally, including diversity and inclusion.
Oversee the Company’s incentive compensation practices and arrangements, including with appropriate input from the Company’s Chief Risk Officer, to help ensure that such practices and arrangements (i) appropriately balance risk and financial results in a manner that does not encourage employees to expose the Company to imprudent financial or non-financial risk, (ii) are consistent with the safety and soundness of the Company and (iii) are otherwise consistent with applicable related regulatory rules and guidance.
Oversee the Company’s cancellation and clawback policies and procedures, including those applicable to deferred incentive compensation awards, including periodic review of any significant events under review under the Company’s employee discipline and conduct policies and procedures, and any other events of similar import or relating to a significant failure of risk and control management.
Review and approve the Company’s equity retention and ownership policies for Covered Officers and such other members of management as the Committee determines appropriate.
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 Chief Executive Officer or Covered Officer 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.
Coordinate with management and other committees of the Board (which coordination may be through the committee chairs) to help ensure that the committees have received the information necessary to permit them to fulfill their duties and responsibilities with respect to oversight of risk management and risk assessment guidelines and policies.
Receive reports, as necessary and appropriate, from management regarding matters related to the Committee’s authority, duties and responsibilities as set forth in this charter including, without limitation, reports from the Chief Legal Officer or his or her delegate regarding employee discipline matters and relevant adjustments to compensation, and reports from the Chief Risk Officer, the Chief Audit Officer and/or the Head of Non-Financial Risk or, in each case, his or her delegate, regarding risk management and controls performance of employees and relevant performance management and incentive compensation outcomes.
Make such recommendations with respect to any of the above matters and any other matters as the Committee deems necessary or appropriate.
Have such other authority, duties and responsibilities as may be delegated to the Committee by the Board.