Our Compensation Committee is responsible for the oversight of risks relating to the compensation of our executive officers and directors, as well as our compensation and benefit plans, policies and programs. Pursuant to its charter, the purposes of the Compensation Committee are to:
- Review, evaluate, and approve our agreements, plans, policies and programs to compensate our executive officers and directors;
- Oversee our employee benefit plans, policies and programs, including our incentive compensation plans and equity-based plans, to compensate our non-executive employees as well as executive employees;
- Fulfill our Board’s responsibility relating to compensation of our executive officers and directors;
- Review and discuss with management the “Compensation Discussion and Analysis” disclosures proposed to be included in the proxy statement for each annual stockholders meeting (or annual report on Form 10-K, as applicable) and determine whether to recommend to our Board that the proposed Compensation Discussion and Analysis disclosure be included in the proxy statement, in accordance with applicable rules and regulations;
- Annually prepare a “Compensation Committee Report” for inclusion in the proxy statement for each annual stockholders meeting (or annual report on Form 10-K, as applicable), in accordance with applicable rules and regulations of the SEC; and
- Perform such other functions as our Board may assign to our Compensation Committee from time to time.
In connection with these purposes, our Board has delegated to the Compensation Committee the overall responsibility for establishing, implementing and monitoring compensation for our executive officers. Together with management (with the exception of compensation matters related to our Chief Executive Officer), and any counsel or other advisors it deems appropriate, the Compensation Committee reviews and discusses each particular executive compensation matter presented and makes a final determination. For example, the Compensation Committee reviews and approves the compensation of our executive officers and makes appropriate adjustments based on Company performance, achievement of predetermined goals and changes in an officer’s duties and responsibilities. Additionally, following each stockholder meeting at which “say-on-pay” resolutions are proposed for a stockholder advisory vote, the Compensation Committee will review the results of the stockholder advisory vote, and consider whether to make any adjustments to our executive compensation policies and practices. The Compensation Committee is also responsible for approving all employment agreements related to our executive officers.
In addition, our Board has delegated to the Compensation Committee the responsibility for establishing, implementing and monitoring the compensation for our directors. Our Compensation Committee establishes reviews and approves the compensation of our directors and makes appropriate adjustments based on their performance, duties and responsibilities and competitive environment. Our Compensation Committee’s primary objectives in establishing and implementing director compensation are to:
Ensure the ability to attract, motivate and retain the talent necessary to provide qualified Board leadership; and
Use the appropriate mix of long-term and short-term compensation to ensure high Board and/or committee performance.
Under its charter, our Compensation Committee has the sole authority to select, retain, approve the fees and other retention terms of, and terminate the services of an independent compensation consultant or other experts to assist the Compensation Committee in fulfilling its responsibilities, including the evaluation of the compensation of our executive officers and directors.