Our Compensation Committee currently consists of Ms. Arway, Ms. Desoer, Mr. Diaz and Mr. Nehra with Ms. Desoer serving as the Chair. Each of the members of our Compensation Committee is independent in accordance with the listing standards of the New York Stock Exchange. Each of the members of this Committee is also a "non-employee director" as that term is defined under Rule 16b-3 of the Securities and Exchange Act of 1934 and an "outside director" as that term is defined in Internal Revenue Service regulations.
The principal functions of our Compensation Committee are:
- Establishes an executive compensation philosophy that is aligned with our long-term interests and those of our stockholders.
- Reviews, as appropriate, feedback on the Company's executive compensation program received through the Company's stockholder outreach program and the results of advisory stockholder votes and other stockholder feedback on our executive compensation program and considers whether to make adjustments to our executive compensation policies and practices as a result of such feedback or voting results.
- Evaluates and approves compensation plans, programs, and policies related to our executive officers.
- Reviews and approves all elements of the total compensation of our executive officers.
- Annually reviews and approves the goals and objectives and summary performance of our executive officers, other than the CEO, and makes compensation decisions that are aligned with the performance of each executive officer.
- Annually reviews and approves the annual and long-term corporate goals and objectives, applicable to compensation for our CEO, evaluates our CEO's performance in light of those goals and objectives, and determines and approves, subject to approval by the independent members of the Board, all elements of our CEO's total compensation, including the CEO's compensation level, based on this evaluation.
- Oversees the administration by the Board of our equity or other incentive award plans, including the stock ownership requirements applicable to our CEO, senior executives and directors.
- Oversees the administration by the Board or our non-employee director compensation program to ensure that the Board is compensated in a competitive and fair manner, and that such compensation is aligned with the long-term interests of our stockholders.
- Reviews and discusses with management our annual Compensation Discussion and Analysis disclosures to determine whether to recommend to the Board that it be included in our annual report on Form 10-K and the proxy statement.
- Has sole authority and discretion to retain or replace its independent compensation consultant, legal counsel, and other advisors, and is directly responsible for hiring, overseeing and compensating such advisors.
- Oversees our compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters.
- Oversees the Company's assessment of risk related to the Company's compensation plans, programs, and policies.
- May form and delegate any responsibilities, including those described above, to a subcommittee of one or more members.