CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP

Transcription

1 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP 1 EverBank Financial Corp Charter of the Compensation Committee

2 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of EverBank Financial Corp (the Company ) shall be to: (a) oversee the Company s compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive-compensation and equity-based plans; (b) determine the compensation of the Chief Executive Officer (the CEO ) of the Company and approve compensation for other executive officers; (c) work with the Company s General Counsel to set policies regarding compensation of the Company s CEO, senior executives, individual employees, including non-executive employees, whose activities may expose the Company to material amounts of risk, and groups of employees who are subject to the same or similar incentive compensation arrangements and who, in the aggregate, may expose the Company to material amounts of risk; and (d) review and discuss with management and the General Counsel the Company s compensation discussion and analysis ( CD&A ) to be included in the Company s annual proxy statement or Annual Report on Form 10-K filed with the Securities and Exchange Commission ( SEC ), and prepare the Compensation Committee Report as required by the rules of the SEC. II. COMPOSITION OF THE COMMITTEE The Committee shall consist of three or more directors as determined from time to time by the Board. Each member of the Committee shall be qualified to serve on the Committee pursuant to all applicable (a) legal and regulatory requirements, including statutes, rules, administrative interpretations, regulations and ordinances binding upon the Company and/or its directors, officers and other employees, and (b) requirements and guidelines of financial institution regulatory agencies (each a Bank Regulatory Agency ), the Securities and Exchange Commission (the SEC ), the New York Stock Exchange (the NYSE ), and each other governmental agency, board, commission, instrumentality and other governmental body or office having jurisdiction over the Company and/or or its directors, officers and other employees, and (c) judicial and administrative judgments, injunctions and other orders binding upon or relating to the Company and/or its directors, officers and other employees (collectively Applicable Requirements ). Members of the Committee shall also qualify as: (i) nonemployee directors within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended; (ii) outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended ( Section 162(m) ); and (iii) independent under the applicable NYSE listing standards, including the additional independence requirements specific to compensation committee members as set forth in applicable NYSE listing standards. The Chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a Chairperson, the members of the Committee, by a majority vote, may designate a Chairperson. The Chairperson shall be responsible for leadership of the Committee, including presiding over meetings and making regular reports to the Board. The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee, and, so long as they remain a member of the Board, shall serve at the pleasure of the Board for such term or terms as the Board may determine. Any vacancy on the Committee shall be filled by the Board. No member of the Committee shall be removed except by the Board. If a director serving on the Committee ceases to be a director of the Company, such individual shall immediately cease to serve on the Committee. 2 EverBank Financial Corp Charter of the Compensation Committee

3 III. MEETINGS AND PROCEDURES OF THE COMMITTEE The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than twice annually. The Committee, in its discretion, may ask any officer or employee of the Company or the Company s outside counsel or independent auditor or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary or to meet with any members of, or consultants to, the Committee. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum. The Committee may, in its discretion, include in its meetings (or portions thereof) non-management directors who are not members of the Committee, members of the Company s management and any other person whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, neither the CEO nor any other member of the Company s management may be present during voting or deliberations concerning his or her compensation, and the Committee may exclude from its meetings any persons it deems appropriate. The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate. IV. DELEGATION OF AUTHORITY The Committee may form subcommittees of one or more members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that the Committee shall not delegate to a subcommittee any power or authority required by the Applicable Requirements to be exercised by the Committee as a whole. The Committee may delegate authority to the CEO, President and/or director of Human Resources to administer the Company s compensation and employee benefits plans to the extent permissible under such plans and the Applicable Requirements. V. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE The Committee shall have the following duties and responsibilities with respect to the Company s executive compensation, general compensation and employee benefit plans: (a) To establish and review at least annually the goals and objectives of the Company s executive and general compensation plans and employee benefit plans, and (i) amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate; (ii) evaluate such plans with the Company s Chief Risk Officer and legal advisors to ensure that the plans do not encourage officers or employees to take excessive risks and are otherwise compliant with Applicable Requirements, and (iii) adopt, or recommend to the Board the adoption of, new, or the amendment of such existing, plans as the Committee may deem to be necessary or appropriate; (b) To evaluate annually the performance of the CEO in light of the goals and objectives of the Company s executive compensation plans, and, either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the compensation level of the CEO based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer s compensation, the Committee shall consider relevant factors, that may include the Company s performance and relative stockholder return, the award practices of the relevant peer group of competitive financial institutions, the value of similar awards to chief executive officers of comparable companies, the awards given to the CEO of the Company in past years and such other factors and circumstances that the Committee believes are necessary or appropriate; 3 EverBank Financial Corp Charter of the Compensation Committee

4 (c) To commit to writing any and all performance targets for the CEO and, to the extent that the Company is subject to the provisions of Section 162(m), the Covered Employees, within the first 90 days of the performance period to which such target relates or, if shorter, within the period provided by Section 162(m) in order for such target to be pre-established within the meaning of Section 162(m) and confirming that performance goals have been attained; (d) To review all equity-compensation plans to be submitted for stockholder approval under the NYSE listing standards, and to review and, in the Committee s sole discretion, approve all equity-compensation plans that are exempt from such stockholder approval requirement; (e) To approve aggregate amounts available for payment pursuant to any performance-based annual bonus, long-term incentive compensation and equity compensation plans, including stock options and other equity rights; (f) To evaluate annually the performance of the other executive officers of the Company as the Committee deems necessary or appropriate in light of the goals and objectives of the Company s executive compensation plans, and approve the compensation of such executives. To the extent that incentive compensation and longterm incentive compensation is a component of such executive officer s compensation, the Committee shall consider all relevant factors in determining the appropriate level of such compensation, including the factors applicable with respect to the CEO; (g) To evaluate and approve annually the appropriate level of compensation for Board and Committee service by non-employee directors, subject to ratification by the Board; (h) To review and approve all employment agreements, severance or termination arrangements, change in control agreements or similar agreements proposed to be entered into between any senior executive (including the CEO and executive officers) and the Company; (i) To perform such duties and responsibilities as may be assigned to the Committee under the terms of any executive compensation plan; (j) To periodically review perquisites and other personal benefits of the Company s senior executive officers and directors and approve any changes thereto; (k) To review and discuss with management the Company s CD&A, and based on that review and discussion, to recommend to the Board whether to include the CD&A in the Company s annual proxy statement or annual report on Form 10-K; (l) To review the Company s procedures and controls for the preparation of the CD&A, and recommend any changes to the Board; (m) To prepare the Compensation Committee Report in accordance with the rules and regulations of the SEC for inclusion in the Company s annual proxy statement or annual report on Form 10-K; and (n) To administer plans and include in all of its reviews of compensation the consideration of any factors required under the Applicable Requirements. 4 EverBank Financial Corp Charter of the Compensation Committee

5 VI. ROLE OF CHIEF EXECUTIVE OFFICER The CEO shall make, and the Committee may consider, recommendations to the Committee regarding the Company s compensation and employee benefit plans and practices, including its executive compensation plans, its incentive-compensation and equity-based plans with respect to senior executives, other than the CEO and Covered Employees, to the extent that the Company is subject to the provisions of Section 162(m) and the Company s director compensation arrangements. VII. EVALUATION OF THE COMMITTEE The Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner. The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company s or the Board s policies or procedures. VIII. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS The Committee may conduct or authorize investigations into or studies of matters within the Committee s scope of responsibilities with full access to all Company books, records, facilities and personnel. The Committee may, from time to time, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisers, to advise the Committee with respect to any of its activities. The Committee shall select such advisers only after taking into consideration the factors relevant to that person s independence as set forth in applicable New York Stock Exchange listing standards. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other adviser retained by it. The Committee may meet with any such counsel or advisers without management present. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other adviser retained by the Committee. The Committee shall not be required to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Committee. No such advice shall affect the ability or the obligation of the Committee to exercise its own judgment in fulfillment of its duties. Nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the members of the Committee, except to the extent otherwise provided under the Applicable Requirements. IX. COMPENSATION The members of the Committee shall receive compensation for service on the Committee as determined by the Board. This charter was reviewed and approved on January 22, EverBank Financial Corp Charter of the Compensation Committee 15ECM EverBank. All rights reserved.