The Human Resources and Compensation Committee is responsible for overseeing the company’s executive compensation, including determining the compensation of the Chief Executive Officer, producing an annual Human Resources and Compensation Committee report on executive compensation to be included in the Company’s proxy statement in accordance with applicable Securities and Exchange Commission rules and regulations, and reviewing the succession plans for the Chief Executive Officer and other senior executives. Among its responsibilities are to:

• establish the Company’s executive compensation philosophy;
• determine the companies used to benchmark executive and independent director compensation;
• assess the appropriateness and competitiveness of the Company’s executive compensation programs;
• review and approve the CEO’s goals and objectives, evaluate the CEO’s performance against those, and, based upon that evaluation, determine both the elements and amounts of the CEO’s compensation;
• review and approve the compensation of the CEO’s direct reports and other officers subject to Section 16(a) of the Exchange Act;
• determine annual incentive compensation, equity grants and other long-term incentive grants and awards under our incentive plan;
• determine the Company’s policies governing option and other stock grants;
• make recommendations to the Board regarding incentive plans requiring shareholder approval, and approve eligibility for and design of executive compensation programs implemented under those plans;
• review the Company’s compensation and benefits policies and practices as they relate to risk management practices and risk-taking incentives and review proposed material changes to those policies and practices;
• review periodically the Company’s key human resources policies and practices related to organizational engagement and effectiveness, talent sourcing strategies and employee development programs;
• oversee the management development and succession planning process (including emergency planning) for the CEO and direct reports;
• review key human resources policies and practices, including the Company’s policies, objectives and programs related to diversity and periodically review our diversity performance;
• monitor executive officers’ compliance with the Company’s stock ownership guidelines;
• advise the Board regarding independent director compensation;
• review and discuss with management the Compensation Discussion and Analysis and prepare and approve the Compensation Committee’s report to shareholders included in the Company’s Proxy Statement; and
• assess the independence of the Compensation Committee’s outside advisors and at least annually assess whether the work of its compensation consultants has raised any conflict of interest that must be disclosed in the Company’s annual report and Proxy Statement.

The Board determined that all Compensation Committee members are independent within the meaning of the Nasdaq listing standards, including the heightened independence criteria for Compensation Committee members. All are “non-employee” directors under SEC rules and outsider directors under the Internal Revenue Code of 1986, as amended. None of the Compensation Committee’s members is or was:

• an officer or employee of the Company;
• a participant in a related person transaction required to be disclosed under Item 404 of Regulation S-K; or
• an executive officer of another entity at which one of our executive officers serves on the board of directors or the Compensation Committee.

Click here to view the Human Resources and Compensation Committee Charter.