CHARTER OF THE COMPENSATION AND STOCK INCENTIVE COMMITTEE OF THE BOARD OF DIRECTORS ASCENA RETAIL GROUP, INC.
|
|
- Cornelius Flynn
- 5 years ago
- Views:
Transcription
1 REVISED October 3, 2018 I. Statement of Policy CHARTER OF THE COMPENSATION AND STOCK INCENTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF ASCENA RETAIL GROUP, INC. The function of the Compensation and Stock Incentive Committee (the Committee ) is to assist the Board of Directors (the Board ) of Ascena Retail Group, Inc. (the Corporation ) by (i) evaluating and determining all matters relating to the compensation of the Corporation s Chairman, President and Chief Executive Officer (the CEO ) and other executive officers (as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended from time to time (the Exchange Act )) of the Corporation; (ii) administering and functioning as the committee that is authorized to grant stock options, restricted stock and other equity-based and incentive awards to executive officers and such other key executives and employees as the Committee shall determine under the Corporation s stock and cash incentive plans; and (iii) reviewing and reporting to the Board on such other matters as may be appropriately delegated by the Board for the Committee s consideration. II. Composition The Committee shall be comprised of two or more independent directors, each of whom, in the determination of the Board, must meet the independence and other requirements of Rule 10C- 1(b)(1) of the Exchange Act, and under Rule 5605(a)(2) of the Nasdaq Stock Market ( NASDAQ ) rules or, with the approval of the Board, satisfy one or more of the exceptions permitted by NASDAQ. At least two members of the Committee shall also qualify as: (a) non-employee directors (as defined in Rule 16b-3 under the Exchange Act ( Rule 16b-3 ); and (b) outside directors (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time ( Section 162(m) ) as in effect prior to the enactment of the Tax Cuts and Jobs Act ( Prior 162(m) ), solely to the extent necessary or advisable with respect to any compensation intended to be performance-based compensation under Prior 162(m). If applicable, a member of the Committee who does not meet the non-employee director standard within the meaning of Rule 16b-3 and/or the outside director standard within the meaning of Prior 162(m), in each case to the extent applicable, shall abstain from the actions of the Committee, as the Committee shall determine, in order to comply with Prior 162(m) and/or Rule 16b-3, as may be applicable v7
2 In addition, in affirmatively determining the independence of any director who will serve on the Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Corporation that is material to that director s ability to be independent from management in connection with the duties of a Committee member, including, but not limited to: the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Corporation to such director; and whether such director is affiliated with the Corporation, a subsidiary of the Corporation or an affiliate of a subsidiary of the Corporation. The members of the Committee shall be appointed and replaced by the Board. Unless a Chair is appointed by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. III. Meetings The Committee shall meet at such times and with such frequency as the Committee shall determine as appropriate to meet its responsibilities. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. The Committee shall report to the Board from time to time, as requested by the Board, or as the Committee deems appropriate. IV. Responsibilities and Duties 1. The Committee shall: (i) evaluate and determine all matters relating to the compensation (including base salary, incentive compensation and equity-based awards) of the Chairman, President and CEO, including, without limitation, matters relating to the Corporation s employment agreements with them, without the Chairman, President and CEO present; (ii) evaluate and determine, in consultation with the Chairman, President and CEO, all matters relating to the compensation (including base salary, incentive compensation and equity-based awards) of other executive officers and other key executives and employees of the Corporation as determined by the Committee; and (iii) serve as the committee under the Corporation s stock and cash incentive plans applicable to the executive officers of the Corporation as in effect from time to time. The Committee shall review and approve on an annual basis the corporate goals and objectives with respect to compensation for the CEO. In consultation with the independent directors of the Board, the Committee shall evaluate, at least on an annual basis, the CEO s performance in light of these established goals and objectives. Based upon this evaluation, and considering the competitive position of the compensation, the Committee shall determine the CEO s annual compensation, including salary, bonus, incentive and equity compensation. In evaluating and determining matters related to the compensation of the Chairman, President and CEO and the Corporation s other named executive officers, the Committee may consider the results of the Corporation s most recent Say on Pay Vote. No 2
3 executive may be present during voting or deliberations with respect to matters relating to such executive s compensation. 2. The Committee shall annually report to the Corporation s stockholders on certain executive compensation matters, as required by the rules and regulations of the Securities and Exchange Commission, as they may be amended from time to time. Such report will be included in the Corporation s annual proxy statement. 3. The Committee shall administer and function as the committee that is authorized to grant stock options and make other equity and cash awards to eligible individuals under the Corporation s stock and cash incentive plans as in effect from time to time. 4. The Committee shall review and determine whether to approve any equitycompensation grant or plan that the Committee is required to approve under any applicable law, regulation or NASDAQ rule. 5. The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of compensation consultants, outside legal counsel and other advisers (each an Adviser ) as it deems necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation and other terms and conditions, and oversee the work, of the Advisers. The Committee shall receive appropriate funding from the Corporation, as determined by the Committee, for the payment of compensation to the Advisers retained by the Committee. The Committee shall also have the sole authority to terminate such Advisers services. 6. In selecting Advisers, the Committee shall take into account factors it considers appropriate or as may be required by law, regulation or under the NASDAQ listing standards, including the following (solely to the extent required by the NASDAQ listing standards): (i) (ii) (iii) (iv) (v) the provision of other services to the Corporation by the Advisers employer; the amount of fees received from the Corporation by the Advisers employer, as a percentage of the employer s total revenue; the policies and procedures of the Advisers employer that are designed to prevent conflicts of interest; any business or personal relationship between the Adviser and a Committee member; the amount of any Corporation stock owned by the Adviser (including immediate family members); and 3
4 (vi) any business or personal relationship between the Adviser or their employer and an executive officer of the Corporation. 7. (a) The Committee may determine stock ownership guidelines for the CEO and the non-employee directors of the Board and monitor compliance with such guidelines. (b) The Committee has the authority to: (i) (ii) review the Corporation s incentive compensation arrangements with regard to the avoidance and mitigation of excessive risktaking; review director compensation for service on the Board and Board committees, and recommend any changes to the Board; and (c) (iii) administer the incentive compensation recoupment policy previously approved by the Board and recommend any changes to the Board. The Committee may conduct such evaluations of the Committee s performance of its duties under this Charter as it may deem appropriate. 8. The Committee shall review and recommend to the Board for approval the frequency with which the Corporation will conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Corporation's proxy statement. 9. The Committee shall from time to time review and report to the Board on such other matters as may be appropriately delegated by the Board for the Committee s consideration. 10. The Committee shall be entitled to delegate any or all of its duties or responsibilities to a subcommittee of the Committee, to the extent consistent with the Company s certificate of incorporation, bylaws, applicable law and the NASDAQ rules. Without limiting the foregoing, the Committee may establish a subcommittee of the Committee that is intended to qualify as: (a) a committee consisting solely of two or more outside directors within the meaning of Prior 162(m), and may delegate to such subcommittee all approvals, certifications and administrative and other determinations with respect to compensation intended to qualify as performance-based compensation under Prior 162(m), and such subcommittee shall have the full authority of the Committee provided hereunder with respect to such matters, and/or 4
5 (b) a committee consisting solely of two or more non-employee directors within the meaning of Rule 16b-3, and may delegate to such subcommittee all approvals and administrative and other determinations with respect to equity-based compensation intended to be exempt from the short swing profit recovery rules of Section 16(b) of the Exchange Act, and such subcommittee shall have the full authority of the Committee provided hereunder with respect to such matters. 11. The Committee may diverge from the specific activities outlined throughout this Charter as appropriate if circumstances or regulatory requirements change. In addition to these activities, the Committee may perform such other functions as necessary or appropriate under applicable laws, regulations, NASDAQ rules, the Corporation s certificate of incorporation and by-laws, and the resolutions and other directives of the Board. This Charter is in all respects subject and subordinate to the Corporation s certificate of incorporation and by-laws, the resolutions of the Board and the applicable provisions of Delaware corporate law. This Charter shall at least annually be reviewed and reassessed by the Committee, and any proposed changes shall be submitted to the Board for approval. 5
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PRIORITY TECHNOLOGY HOLDINGS, INC. Adopted as of July 25, 2018
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PRIORITY TECHNOLOGY HOLDINGS, INC. Adopted as of July 25, 2018 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee
More informationCUMULUS MEDIA INC. COMPENSATION COMMITTEE CHARTER
CUMULUS MEDIA INC. COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Cumulus Media Inc., a Delaware corporation (the Company
More informationCOMPENSATION AND PERSONNEL COMMITTEE CHARTER OF ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. and ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
I. Purpose COMPENSATION AND PERSONNEL COMMITTEE CHARTER OF ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. and ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC. The Compensation and Personnel Committee (the "Committee")
More informationFRP HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER
As Adopted by The Compensation Committee FRP HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER Purpose The Compensation Committee (the Committee ) is a committee of the board of directors ( Board ) of FRP
More informationMYRIAD GENETICS, INC. COMPENSATION COMMITTEE CHARTER
MYRIAD GENETICS, INC. COMPENSATION COMMITTEE CHARTER I. PURPOSE The purpose of the Compensation Committee (the Committee ) of the Board of Directors of Myriad Genetics, Inc. (the Company ) is: 1. To discharge
More informationADOBE SYSTEMS INCORPORATED. Charter of the Executive Compensation Committee of the Board of Directors
ADOBE SYSTEMS INCORPORATED Charter of the Executive Compensation Committee of the Board of Directors I. PURPOSE This Charter specifies the scope of the responsibilities of the Executive Compensation Committee
More informationCHARTER OF THE COMPENSATION COMMITTEE OF PBF ENERGY INC.
CHARTER OF THE COMPENSATION COMMITTEE OF PBF ENERGY INC. I. PURPOSE The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of PBF Energy Inc. (the Company ) is
More informationHALLIBURTON COMPANY BOARD OF DIRECTORS COMPENSATION COMMITTEE CHARTER
HALLIBURTON COMPANY BOARD OF DIRECTORS COMPENSATION COMMITTEE CHARTER I. Role The role of the Compensation Committee is to oversee the compensation policies and practices of Halliburton Company on behalf
More informationSPECTRUM PHARMACEUTICALS, INC. COMPENSATION COMMITTEE CHARTER. (Amended and Restated Effective June 27, 2014)
The Purpose of the Compensation Committee SPECTRUM PHARMACEUTICALS, INC. COMPENSATION COMMITTEE CHARTER (Amended and Restated Effective June 27, 2014) The purpose of the Compensation Committee (the Committee
More informationCYPRESS SEMICONDUCTOR CORPORATION CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
CYPRESS SEMICONDUCTOR CORPORATION CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE The purpose of the Compensation Committee (the Committee ) is to assist the Board of Directors
More informationADOBE INC. Charter of the Executive Compensation Committee of the Board of Directors
ADOBE INC. Charter of the Executive Compensation Committee of the Board of Directors I. PURPOSE This Charter specifies the scope of the responsibilities of the Executive Compensation Committee (the Committee
More informationVERINT SYSTEMS INC. COMPENSATION COMMITTEE CHARTER. Dated: November 28, 2017 I. PURPOSE
VERINT SYSTEMS INC. COMPENSATION COMMITTEE CHARTER Dated: November 28, 2017 I. PURPOSE The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Verint Systems Inc. (the Company
More informationCOMPENSATION COMMITTEE CHARTER LAZYDAYS HOLDINGS, INC.
Adopted: March 19, 2018 COMPENSATION COMMITTEE CHARTER OF LAZYDAYS HOLDINGS, INC. I. PURPOSES The Compensation Committee (the Committee ) is appointed by the Board of Directors (the Board ) of Lazydays
More informationDEL TACO RESTAURANTS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
DEL TACO RESTAURANTS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the Committee ) of the Board of Directors
More informationAUDENTES THERAPEUTICS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS As adopted July 20, 2016
AUDENTES THERAPEUTICS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS As adopted July 20, 2016 I. PURPOSE The purpose of the Compensation Committee (the Committee ) of the Board of
More informationMARKETAXESS HOLDINGS INC. COMPENSATION COMMITTEE CHARTER
MARKETAXESS HOLDINGS INC. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the Committee ) has the responsibility, as delegated by the Board of Directors (the Board ), for reviewing
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TINTRI, INC. (Adopted on May 26, 2017; Effective as of March 26, 2017)
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TINTRI, INC. (Adopted on May 26, 2017; Effective as of March 26, 2017) * Asterisked provisions to go effective upon the completion of
More informationCLEARSIDE BIOMEDICAL, INC.
CLEARSIDE BIOMEDICAL, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board
More informationEVOLUS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. (Adopted on January 18, 2018)
I. Adoption of Charter EVOLUS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (Adopted on January 18, 2018) The Board of Directors (the Board ) of Evolus, Inc. (the Company ) has
More informationCHUY S HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER
CHUY S HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Chuy s Holdings, Inc. (the Company ) establishes and
More informationLIBBEY INC. COMPENSATION COMMITTEE CHARTER
LIBBEY INC. COMPENSATION COMMITTEE CHARTER Purpose The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Libbey Inc., a Delaware corporation (the Company
More informationCompensation Committee Charter. Organization
Compensation Committee Charter Organization The Compensation Committee of the Board of Directors (the Committee ) of Assembly Biosciences, Inc. (the Company ) was established pursuant to Article IV, Section
More informationTELLURIAN INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. As Adopted by the Board of Directors on April 13, 2017
TELLURIAN INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. Purposes of the Committee As Adopted by the Board of Directors on April 13, 2017 The primary duties and responsibilities
More informationCharter Compensation and Human Development Committee Time Warner Inc.
Charter Compensation and Human Development Committee Time Warner Inc. The Board of Directors of Time Warner Inc. (the Corporation ; Company refers to the Corporation and its consolidated subsidiaries)
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LOXO ONCOLOGY, INC. As adopted July 18, 2014
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LOXO ONCOLOGY, INC. As adopted July 18, 2014 I. PURPOSE The Compensation Committee (the Committee ) of the Board of Directors (the Board
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF MINERALS TECHNOLOGIES INC.
I. PURPOSE The primary purpose of the Compensation Committee (the Committee ) is to assist the Board of Directors (the Board ) of Minerals Technologies Inc. (the Company ) in the discharge of its responsibilities
More informationCOMPENSATION COMMITTEE CHARTER
COMPENSATION COMMITTEE CHARTER MEDIDATA SOLUTIONS, INC. (Amended April 2016) I. PURPOSE The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Medidata Solutions,
More informationVAREX IMAGING CORPORATION COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE CHARTER. (As amended, effective August 25, 2017)
VAREX IMAGING CORPORATION COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE CHARTER (As amended, effective August 25, 2017) The Board of Directors (the Board ) of Varex Imaging Corporation (the Company
More informationORGANOVO HOLDINGS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ORGANOVO HOLDINGS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 1. Members. The Board of Directors (the Board ) of Organovo Holdings, Inc. (the Company ) will appoint a Compensation
More informationFTS INTERNATIONAL, INC. COMPENSATION COMMITTEE CHARTER
FTS INTERNATIONAL, INC. COMPENSATION COMMITTEE CHARTER Purpose The Compensation Committee (the Committee ) of the Board of Directors (the Board ) establishes and administers the Company s compensation
More informationPURE CYCLE CORPORATION
PURE CYCLE CORPORATION CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Approved January 17, 2018 * * * * * PURPOSE The compensation committee (the Committee ) is appointed by the board
More informationCITRIX SYSTEMS, INC. Compensation Committee Charter
A. PURPOSE AND SCOPE CITRIX SYSTEMS, INC. Compensation Committee Charter The primary function of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Citrix Systems, Inc.
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NLIGHT, INC.
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NLIGHT, INC. PURPOSE The purpose of the Compensation Committee (the Compensation Committee ) of the Board of Directors (the Board ) of
More informationPARK HOTELS & RESORTS INC. COMPENSATION COMMITTEE CHARTER
Effective as of January 3, 2017 PARK HOTELS & RESORTS INC. COMPENSATION COMMITTEE CHARTER The Board of Directors (the Board ) of Park Hotels & Resorts Inc. (the Company ) has established a Compensation
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF JANUS CAPITAL GROUP INC. AMENDED AND RESTATED AS OF APRIL 24, 2013
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF JANUS CAPITAL GROUP INC. AMENDED AND RESTATED AS OF APRIL 24, 2013 I. AUTHORITY AND COMPOSITION The Committee is established pursuant
More informationCompensation and Human Resources Committee Charter
Purpose The purposes of the Compensation and Human Resources Committee (the Committee ) of Molson Coors Brewing Company (the Company ) are to, on behalf of the Company s Board of Directors (the Board ):
More informationCharter of the Compensation Committee of the Board of Directors of SanDisk Corporation (Adopted March 19, 2015)
Charter of the Compensation Committee of the Board of Directors of () Purposes. The primary purposes of the Compensation Committee (the Committee ) of SanDisk Corporation ( SanDisk ) are to (1) discharge
More informationKURA ONCOLOGY, INC. CHARTER OF THE COMPENSATION COMMITTEE
KURA ONCOLOGY, INC. CHARTER OF THE COMPENSATION COMMITTEE PURPOSE AND POLICY The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Kura Oncology, Inc. (the
More informationZILLOW GROUP, INC. Compensation Committee Charter. February 17, 2015
ZILLOW GROUP, INC. Compensation Committee Charter February 17, 2015 Purpose and Authority The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Zillow Group,
More informationKITE PHARMA, INC. CHARTER OF THE COMPENSATION COMMITTEE
KITE PHARMA, INC. CHARTER OF THE COMPENSATION COMMITTEE PURPOSE AND POLICY The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Kite Pharma, Inc. (the Company
More informationJOINT CHARTER OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE COMPENSATION SUBCOMMITTEE OF THE BOARD OF DIRECTORS (As Amended through May 26, 2016)
I. Purpose JOINT CHARTER OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE COMPENSATION SUBCOMMITTEE OF THE BOARD OF DIRECTORS (As Amended through May 26, 2016) The primary purpose of the Compensation
More informationNeurocrine Biosciences, Inc. Compensation Committee Charter
Neurocrine Biosciences, Inc. Compensation Committee Charter The Following Charter was most recently adopted by the Board of Directors of Neurocrine Biosciences, Inc. on September 21, 2016 I. Purpose. The
More informationCompensation Committee Charter. I. Purpose
Compensation Committee Charter I. Purpose The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Automatic Data Processing, Inc. a Delaware corporation (the "Company"),
More informationI. PURPOSE MEMBERSHIP
CHARTER OF THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICENOW, INC. Effective as of June 28, 2012 and as amended on January 29, 2013, July 30, 2013, January 27,
More informationILLUMINA, INC. Charter for the Compensation Committee of the Board of Directors
ILLUMINA, INC. Charter for the Compensation Committee of the Board of Directors Purpose The Compensation Committee (the Committee ) was established pursuant to this charter to (i) discharge the responsibilities
More informationJetBlue Airways Corporation Compensation Committee Charter
JetBlue Airways Corporation Compensation Committee Charter The Board of Directors of JetBlue Airways Corporation (the "Company") has established a Compensation Committee (the "Committee") with authority,
More informationLIMONEIRA COMPANY COMPENSATION COMMITTEE CHARTER
LIMONEIRA COMPANY COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the Committee ) is established by the Board of Directors (the Board ) of the Limoneira Company (the Company ). The
More informationHELIUS MEDICAL TECHNOLOGIES, INC. CHARTER OF THE COMPENSATION COMMITTEE
HELIUS MEDICAL TECHNOLOGIES, INC. CHARTER OF THE COMPENSATION COMMITTEE PURPOSE AND POLICY The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of HELIUS MEDICAL
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF KLA-TENCOR CORPORATION. As amended on November 7, 2013
I. PURPOSE CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF KLA-TENCOR CORPORATION As amended on November 7, 2013 The purpose of the Compensation Committee of the Board of Directors (the
More informationBOARD OF DIRECTORS CHARTER OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE Revised October 24, 2017
BOARD OF DIRECTORS CHARTER OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE Revised October 24, 2017 Purpose The Compensation and Human Resources Committee (the Committee ) of Mueller Water Products,
More informationALBIREO PHARMA, INC. COMPENSATION COMMITTEE CHARTER
ALBIREO PHARMA, INC. COMPENSATION COMMITTEE CHARTER I. PURPOSES The purposes of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Albireo Pharma, Inc. (the Corporation
More informationTherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER
TherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER Purpose The purpose of the Compensation Committee (the Committee ) shall be as follows: 1. To determine, or recommend to the Board of
More informationBLUEBIRD BIO, INC. COMPENSATION COMMITTEE CHARTER
BLUEBIRD BIO, INC. COMPENSATION COMMITTEE CHARTER I. General Statement of Purpose The Compensation Committee of the Board of Directors (the Compensation Committee ) of bluebird bio, Inc. (the Company ),
More informationCHARTER OF THE COMPENSATION COMMITTEE
May 7, 2013 CHARTER OF THE COMPENSATION PURPOSE OF THE MEMBERSHIP The purposes of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Griffon Corporation ( Griffon ) are
More informationGOLDEN ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER (as amended as of June 5, 2018)
GOLDEN ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER (as amended as of June 5, 2018) I. Purpose. The primary purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board
More informationNEWFIELD EXPLORATION COMPANY. Amended and Restated Effective as of August 10, 2016
NEWFIELD EXPLORATION COMPANY CHARTER OF THE COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS Amended and Restated Effective as of August 10, 2016 The Board of Directors (the Board
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ENDO INTERNATIONAL plc ADOPTED AS OF AUGUST 1, 2017
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ENDO INTERNATIONAL plc ADOPTED AS OF AUGUST 1, 2017 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the Committee
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Page: 1 of 7 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS This Charter of the Compensation Committee (the "Committee")
More informationLINCOLN ELECTRIC HOLDINGS, INC. COMPENSATION AND EXECUTIVE DEVELOPMENT COMMITTEE CHARTER
LINCOLN ELECTRIC HOLDINGS, INC. COMPENSATION AND EXECUTIVE DEVELOPMENT COMMITTEE CHARTER Purpose of the Compensation and Executive Development Committee Except to the extent that the Board of Directors
More informationINNOVUS PHARMACEUTICALS, INC. COMPENSATION COMMITTEE CHARTER I. General Statement of Purpose
INNOVUS PHARMACEUTICALS, INC. COMPENSATION COMMITTEE CHARTER I. General Statement of Purpose The Compensation Committee of the Board of Directors (the "Compensation Committee") of Innovus Pharmaceuticals,
More informationTIMKENSTEEL CORPORATION COMPENSATION COMMITTEE CHARTER
TIMKENSTEEL CORPORATION COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) has been delegated responsibility by the Board to ensure
More informationCHARTER OF THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS OF CASTLIGHT HEALTH, INC. As adopted March 19, 2014
I. PURPOSE CHARTER OF THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS OF CASTLIGHT HEALTH, INC. As adopted March 19, 2014 The Compensation and Talent Committee (the Committee ) of the Board
More informationHARSCO CORPORATION (the Corporation ) MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
HARSCO CORPORATION (the Corporation ) MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE CHARTER As Amended and Restated as of October 22, 2018 The Management Development
More informationThe Hanover Insurance Group, Inc. Compensation Committee Charter
The Hanover Insurance Group, Inc. Compensation Committee Charter I. Statement of Purpose The Compensation Committee (the Committee ) is a standing committee of the Board of Directors. The purpose of the
More informationAMERICAN AIRLINES GROUP INC. COMPENSATION COMMITTEE CHARTER
AMERICAN AIRLINES GROUP INC. COMPENSATION COMMITTEE CHARTER Last amended on January 25, 2017 The Board of Directors (the Board ) of American Airlines Group Inc. (the Company ) hereby sets forth the authority
More informationFITBIT, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. As adopted May 1, 2015 and amended October 20, 2017
FITBIT, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE As adopted May 1, 2015 and amended October 20, 2017 The purpose of the Compensation Committee (the Committee ) of
More informationCOMPENSATION COMMITTEE CHARTER CAPRICOR THERAPEUTICS, INC.
COMPENSATION COMMITTEE CHARTER CAPRICOR THERAPEUTICS, INC. This Compensation Committee Charter (the Charter ) was adopted by the Board of Directors (the Board ) of Capricor Therapeutics, Inc., a Delaware
More informationSTONE ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER
STONE ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER Purpose The Compensation Committee is appointed by the Board of Directors (the Board ) of Stone Energy Corporation (the Company ) to (1) review,
More informationDAVE & BUSTER S ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER. (Adopted September 23, 2014)
DAVE & BUSTER S ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER (Adopted September 23, 2014) This Compensation Committee Charter (the Charter ) was adopted by the Board of Directors (the Board ) of
More informationWWE COMPENSATION COMMITTEE CHARTER
OCTOBER 2016 WWE COMPENSATION COMMITTEE CHARTER Purpose The Compensation Committee is appointed annually by the Board of Directors ( Board ) to discharge the Board s responsibilities relating to compensation
More informationRESMED INC. COMPENSATION COMMITTEE CHARTER. The ResMed Inc. board of directors adopted this compensation committee charter on February 16, 2018.
RESMED INC. COMPENSATION COMMITTEE CHARTER The ResMed Inc. board of directors adopted this compensation committee charter on February 16, 2018. 1. PURPOSE 1.1. Officer, Director, and Executive Compensation.
More informationSPRINT CORPORATION COMPENSATION COMMITTEE CHARTER
I. COMMITTEE PURPOSE SPRINT CORPORATION COMPENSATION COMMITTEE CHARTER The primary functions of the Compensation Committee are (1) to discharge the responsibilities of the Sprint Corporation ("Sprint")
More informationKKR REAL ESTATE FINANCE TRUST INC. COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
KKR REAL ESTATE FINANCE TRUST INC. I. PURPOSE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER The Compensation Committee (the Committee ) shall provide assistance to the Board of Directors (the
More informationCompensation Committee Charter
Compensation Committee Charter Compensation Committee A. Purpose The Compensation Committee (the " Committee") of the Board of Directors (the Board ) of The York Water Company (the Company ) is appointed
More informationOGE ENERGY CORP. COMPENSATION COMMITTEE CHARTER
OGE ENERGY CORP. COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee of the Board of Directors of OGE Energy Corp. (the "Company") establishes and administers the Company's policies, programs
More informationRLJ Entertainment, Inc. Compensation Committee Charter
As adopted by the Board of Directors October 3, 2012 Revised April 30, 2013 and May 6, 2014 RLJ Entertainment, Inc. Compensation Committee Charter I. Purpose The Compensation Committee (the Committee )
More informationNeurocrine Biosciences, Inc. Compensation Committee Charter
Compensation Committee Charter Neurocrine Biosciences, Inc. Compensation Committee Charter The Following Charter was adopted by the Board of Directors of Neurocrine Biosciences, Inc. on November 16, 2010,
More informationFIRST HAWAIIAN, INC. COMPENSATION COMMITTEE CHARTER
FIRST HAWAIIAN, INC. COMPENSATION COMMITTEE CHARTER PURPOSE The role of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of First Hawaiian, Inc. (the Company ) is to discharge
More informationMonro, Inc. Compensation Committee Charter
Monro, Inc. Compensation Committee Charter Compensation Committee Mission The Compensation Committee (the Committee ) is appointed by the Board of Directors (the Board ) of Monro, Inc. (the Company ) and
More informationADVANCED DISPOSAL SERVICES, INC. COMPENSATION COMMITTEE CHARTER
ADVANCED DISPOSAL SERVICES, INC. COMPENSATION COMMITTEE CHARTER I. PURPOSE The Compensation Committee (the Committee ) of the Board of Directors (the Board of Directors ) of Advanced Disposal Services,
More informationBAR HARBOR BANKSHARES COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER
BAR HARBOR BANKSHARES COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER I. Purpose The purpose of the compensation committee (the Committee ) of the Board of Directors (the Board ) of Bar Harbor Bankshares
More informationMcDERMOTT INTERNATIONAL, INC. Compensation Committee Charter
November 3, 2017 McDERMOTT INTERNATIONAL, INC. Compensation Committee Charter Purpose The Compensation Committee (the Committee ), in its capacity as a committee of the Board of Directors (the Board )
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF FTD COMPANIES, INC. ADOPTED BY THE BOARD EFFECTIVE NOVEMBER 1, 2013
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF FTD COMPANIES, INC. ADOPTED BY THE BOARD EFFECTIVE NOVEMBER 1, 2013 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee
More informationHORIZON PHARMA PUBLIC LIMITED COMPANY CHARTER OF THE COMPENSATION COMMITTEE
HORIZON PHARMA PUBLIC LIMITED COMPANY CHARTER OF THE COMPENSATION COMMITTEE AMENDED EFFECTIVE: MAY 3, 2018 PURPOSE AND POLICY The primary purpose of the Compensation Committee (the Committee ) of the Board
More informationBOARD OF DIRECTORS CHARTER OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE Revised May 21, 2014
BOARD OF DIRECTORS CHARTER OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE Revised May 21, 2014 Purpose The Compensation and Human Resources Committee (the Committee ) of Mueller Water Products, Inc.
More informationBIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD. CHARTER OF THE COMPENSATION COMMITTEE
BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD. CHARTER OF THE COMPENSATION COMMITTEE PURPOSE AND POLICY The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of
More informationDASEKE INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (Adopted as of November 27, 2018)
DASEKE INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (Adopted as of November 27, 2018) The Board of Directors (the Board ) of Daseke Inc. (the Company ) has established the Compensation
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LEGACY ACQUISITION CORP.
I. PURPOSE OF THE COMMITTEE CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LEGACY ACQUISITION CORP. The purposes of the Compensation Committee (the Committee ) of the Board of Directors
More informationITRON, INC. COMPENSATION COMMITTEE CHARTER Revised December 14, 2017
ITRON, INC. COMPENSATION COMMITTEE CHARTER Revised December 14, 2017 Purpose The purpose of the Compensation Committee of Itron, Inc. is to: Evaluate and approve executive officer compensation plans, objectives,
More informationJAZZ PHARMACEUTICALS PLC CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
JAZZ PHARMACEUTICALS PLC CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Jazz
More informationGENUINE PARTS COMPANY COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE CHARTER
February 2014 GENUINE PARTS COMPANY COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE CHARTER Purposes Under a delegation of authority from the Board of Directors, the Compensation, Nominating and Governance
More informationSEMGROUP CORPORATION (the Company ) Compensation Committee Charter
Last revised December 10, 2015 SEMGROUP CORPORATION (the Company ) Compensation Committee Charter I. PURPOSES The purpose of the Compensation Committee (the Committee ) of the Board of Directors of the
More informationWMIH CORP. Amended and Restated Compensation Committee Charter
WMIH CORP. Amended and Restated Compensation Committee Charter Purpose and Authority The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of WMIH Corp. (the
More informationCITIZENS, INC. Amended and Restated Compensation Committee Charter. Adopted November 5, 2014
CITIZENS, INC. Amended and Restated Compensation Committee Charter Adopted November 5, 2014 A. Purpose The Committee is appointed by the Board of Directors to discharge the Board of Directors responsibilities
More informationTRANSUNION COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER. Effective June 25, 2015
TRANSUNION COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER Effective June 25, 2015 I. PURPOSE The Compensation Committee (the Committee ) shall provide assistance to the Board of Directors (the
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF WORKDAY, INC. (September 20, 2017)
I. PURPOSE CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF WORKDAY, INC. (September 20, 2017) The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the
More informationROKU, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ROKU, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The primary purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Roku, Inc.
More informationUSA Mobility, Inc. Compensation Committee Charter
USA Mobility, Inc. Compensation Committee Charter Compensation Committee Mission The Compensation Committee (the Committee ) is appointed by the Board of Directors (the Board ) of USA Mobility, Inc. (the
More informationCREE, INC. Compensation Committee Charter
As Adopted January 28, 2014 CREE, INC. Compensation Committee Charter Purpose The Compensation Committee (the Committee ) is a standing committee of the Board of Directors appointed to assist the Board
More informationTHE TIMKEN COMPANY COMPENSATION COMMITTEE CHARTER. Size. The Committee shall consist of no fewer than three members.
THE TIMKEN COMPANY COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) has been delegated responsibility by the Board to ensure that
More information