People And Compensation Committee

Under its charter, the People and Compensation responsibilities include:

• establishing our executive compensation philosophy;
• determining the group of companies the People and Compensation Committee uses to benchmark executive and director compensation;
• assessing the appropriateness and competitiveness of our executive compensation programs;
• reviewing and approving the CEO’s goals and objectives, evaluating the CEO’s performance against those goals and objectives and, based upon its evaluation, determining both the elements and amounts of the CEO’s compensation;
• reviewing and approving the compensation of the CEO’s direct reports and other officers subject to Section 16(a) of the Exchange Act;
• determining annual incentive compensation, equity grants and other long-term incentive grants and awards under our incentive plan;
• determining the Company’s policies governing options and other stock grants;
• making recommendations to the Board regarding incentive plans requiring shareholder approval and approving eligibility for and design of executive compensation programs implemented under those plans;
• reviewing our compensation and benefits policies and practices as they relate to our risk management practices and risk-taking incentives, and reviewing proposed material changes to those policies and practices;
• reviewing periodically the Company’s key human resources policies and practices related to organizational engagement and effectiveness, talent sourcing strategies and employee development programs;
• overseeing the management development and succession planning process (including emergency planning) for the CEO and his direct reports;
• reviewing key human resource policies and practices, including our policies, objectives and programs related to diversity, and periodically reviewing our performance on DEI;
• monitoring executive officers’ compliance with our stock ownership guidelines;
• benchmarking independent director compensation and considering the appropriateness of the form and amount of independent director compensation;
• advising the Board regarding the compensation of independent directors;
• reviewing and discussing with management the CD&A and preparing and approving the People and Compensation Committee’s report to shareholders included in our Proxy Statement;
• assessing the independence of the People and Compensation Committee’s outside advisors and at least annually assessing whether the work of its compensation consultants has raised any conflict of interest that must be disclosed in our annual report and Proxy Statement; and
• assessing the results of the Company’s most recent advisory vote on executive compensation.