There shall be a committee of the Board of Directors (the “Board”) of Navigant Consulting, Inc. (the “Company”) that shall be called the Compensation Committee (the “Committee”).
I. Purpose
The purpose of the Committee is to (1) discharge the responsibilities of the Board relating to compensation of the Company’s executives and members of the Board, (2) review and recommend to the Board compensation policies as well as approve individual executive officer compensation, intended to attract, retain and appropriately reward employees in order to motivate their performance in the achievement of the Company’s business objectives and align their interests with the long-term interests of the Company’s shareholders, and (3) produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement.
II. Composition, Qualifications and Other Matters
The Committee shall consist of no fewer than three members. Each member of the Committee shall satisfy the independence requirements of the New York Stock Exchange and meet the definitions of a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934 and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986.
Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board. The Board shall appoint the members of the Committee and designate the Chair of the Committee. The members of the Committee shall serve for such terms as the Board shall determine or until their earlier death, resignation or removal by the Board. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new members satisfying applicable independence requirements.
The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but in any case, not less than twice a year. The Committee will meet at such times as determined by its chairperson or as requested by any two of its members. Notice of all meetings shall be given, and waiver thereof determined, and all actions of the Committee shall be taken pursuant to and in accordance with the Company’s bylaws. The chairperson will preside, when present, at all meetings of the Committee.
The Committee may form, and delegate authority to, subcommittees when it deems appropriate.
III. Committee Authority and Responsibilities
The Committee shall have the specific responsibilities and duties set forth below. The Committee shall also carry out any other responsibilities delegated to it by the Board from time to time. The following shall be the Committee’s principal responsibilities:
- Review and monitor matters related to management development and succession.
- Review and approve executive compensation policies and pay for performance criteria for the Company.
- Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine the Chief Executive Officer’s compensation level based on this evaluation.
- In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee should consider a number of factors, including but not limited to the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Company’s Chief Executive Officer in past years.
- Review and approve the initial and annual base salaries, annual incentive bonus and all long-term incentive awards of the Company’s executive officers and review, as the Committee deems appropriate, compensation arrangements for other officers and employees.
- Make recommendations, to the Board regarding new or amended incentive compensation plans and equity-based compensation plans; administer, interpret and apply, and determine incentives or forms of equity-based compensation under such plans, and exercise all powers of the Board under such plans other than the power to amend the plans.
- Review and provide input on such other matters concerning the employee compensation and benefit plans of the Company and its affiliates as the Committee deems appropriate, including providing guidance to management on significant issues affecting compensation philosophy or policy and assessing and providing guidance to management on whether the Company’s compensation policies or practices incentivize unnecessary and excessive risk taking.
- Review and discuss with management the compensation discussion and analysis required to be included in the Company’s annual proxy statement. Based on such review and discussion, the Committee shall make a recommendation to the Board as to whether such compensation discussion and analysis shall be included in such proxy statement and shall prepare an annual report of the compensation committeefor the Company’s annual proxy statement in compliance with and to the extent required by applicable Securities and Exchange Commission rules and regulations and those of the relevant listing authority.
- Evaluate and recommend to the Board the form and amount of Director compensation, including compensation and expense reimbursement policies for attendance at Board and committee meetings.
- Retain, as appropriate, compensation consultants to assist in the evaluation of compensation issues for Directors, the Chief Executive Officer and other senior executives, including sole authority to retain, terminate and approve the fees and other retention terms for any such compensation consultant.
- Carry out such responsibilities as have been delegated to the Committee under various compensation and benefit plans of the Company.
- Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review the performance of the Committee.
- Make regular reports to the Board.
Compensation Committee Charter PDF