The Compensation Committee is responsible to the Board of Directors for establishing the strategy of the compensation, equity incentives, and benefits of the executive officers of the Company. The Committee recommends to the Board the annual compensation, equity grants, and benefits of the Chairman of the Board and of the Chief Executive Officer. The Compensation Committee approves the executives' compensation programs and plans, including the methodologies for setting salaries and bonuses, as well as equity-based incentive plans and benefits, retirement plans and other benefit plans, and determines the salary and other compensation of all executive officers of the Company. The Compensation Committee also serves as the stock option committee and administers the Equity Incentive Plan (as defined below in Directors' Compensation) and the Bonus Plan. The Compensation Committee reviews and discusses with management the Compensation Discussion and Analysis prepared for inclusion in the Company's annual report on Form 10-K and Proxy Statement and, based on such review, determines whether to recommend that the Compensation Discussion and Analysis be included in the annual report and the Proxy Statement. The Compensation Committee also prepares the Compensation Committee Report furnished with the Company's Proxy Statement each year. The Compensation Committee's processes and procedures for the consideration and determination of executive compensation, including the role of executive officers of the Company in making recommendations to the Committee regarding executive compensation and the role of compensation consultants in assisting the Committee in its functions, are described in the "Compensation Discussion and Analysis" below. To review the complete statement of duties and responsibilities of this Committee, please see the Compensation Committee Charter.
Kathleen Misunas Thomas Morgan Patrick Sayer Savio W. Tung
- Financial Expert
- Independent Director