Human Capital and Compensation Committee Charter
Authority and Responsibilities
Human Capital Management
Culture, Diversity, Inclusion, and Equal Employment Opportunity Standards
Compensation and Benefits Policies and Plans
Chief Executive Officer Compensation
Compensation of Other Members of Senior Management
Reporting to the Board; Risk Assessment
The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chair of the Committee, in consultation with the other committee members, shall determine the frequency and length of committee meetings and shall set meeting agendas consistent with this charter.
The Committee has the sole authority to retain or obtain the advice of a compensation consultant, legal counsel, or other adviser, and the Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any such adviser. The Committee has sole authority to approve all such advisers’ fees and other retention terms. The Committee may select such advisers, or receive advice from any other adviser, only after taking into consideration all factors relevant to such advisors’ independence from management, including those enumerated by the rules of the New York Stock Exchange.
The Committee may delegate its authority to subcommittees or the Committee Chair when it deems appropriate and in the best interests of the Company. In addition, the Committee may delegate to one or more officers of the Company the authority to make grants and awards of stock rights or options to any non-Section 16 officer of the Company under such of the Company’s incentive compensation or equitybased plans as the Committee deems appropriate, in the best interests of the Company, and in accordance with the terms of such plans.
No executive officer should attend that portion of any meeting where such executive’s performance or compensation is discussed, unless specifically invited by the Committee.