Compensation Committee Charter
Amended and Restated as of July 1, 2013
1. Purpose. There shall be a committee of the Board of Directors (the “Board”) of CEB (the “Company”) to be known as the Compensation Committee (the “Committee”). The purpose of the Committee is to assist the Board in fulfilling its responsibilities relating to compensation and benefit matters concerning the Company.
2. Membership and Organization. The Committee shall be composed of at least three members, consisting entirely of “independent” directors, each of whom is appointed annually by the Board upon the recommendation of the Nominating and Corporate Governance Committee. For purposes hereof, “independent” will mean a director who meets the applicable director independence standards included in the listing requirements for New York Stock Exchange (“NYSE”) securities, including the additional independence requirements specific to compensation committee membership set forth in Section 303A.02 of the NYSE’s corporate governance listing standards (or for any other exchange or trading system on which the Company’s securities are subsequently listed), any other requirements of applicable laws and regulations and any additional director independence standards adopted by the Company, all as determined by the Board. Each Committee member shall also be a “Non-Employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986. Members of the Committee shall hold their positions for one year and until their successors are elected and qualified, or until their earlier death, resignation, or removal. Members may be removed from the Committee, with or without cause, by a majority vote of the Board. All vacancies on the Committee shall be filled by a majority vote of the Board. The Board shall designate one member of the Committee as chair or delegate the authority to designate a chair to the Committee. The Committee may delegate its authority to one or more subcommittees of the Committee, subject to such terms and restrictions as it determines appropriate.
3. Operations. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, but at least four times per year. All meetings shall be called by the chair of the Committee. The chair of the Committee shall preside over all sessions of the Committee and develop the agenda for each Committee meeting. Meetings may be held in person or by telephone or video conference call. The Committee shall elect a secretary who shall give notice personally or by mail, telephone, facsimile, or electronically to each member of the Committee of all meetings, not later than twelve noon of the day before the meeting, unless all of the members of the Committee waive notice thereof at or before the meeting, in which case the meeting may be held without the aforesaid advance notice. The Committee will cause to be kept adequate minutes of all its proceedings, and shall promptly inform the Board of the actions taken or issues discussed at its meetings. This will generally take place at the Board meeting following a Committee meeting. The majority of the members of the Committee shall constitute a quorum for the transaction of business.
The Committee may invite such members of management and other persons to its meetings as it may deem desirable or appropriate. Additionally, at each meeting, the Committee shall have the opportunity to meet in executive session, without any members of management present. The Chief Executive Officer (“CEO”) of the Company may not be present for the voting or deliberations on the compensation of the CEO.
4. Outside Advisors and Compensation Consultants. The Committee shall have the resources, authority, and funding (which will be provided by the Company) necessary to discharge its duties and responsibilities. The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other adviser that it retains. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any compensation consultant, independent legal counsel or other adviser retained by the Committee.
Prior to selecting or receiving advice from a compensation consultant, legal counsel or other adviser, the Committee shall take into consideration all factors relevant to such consultant’s, counsel’s or adviser’s independence from management of the Company, including the following:
1. other services that the compensation consultant, legal counsel or other adviser (or the person employing such consultant, counsel or adviser) provides to the Company;
2. the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser), as a percentage of the total revenues of such person;
3. the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
4. any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
5. any stock of the Company that is owned by the compensation consultant, legal counsel or other adviser; and
6. any business or personal relationship the compensation consultant, legal counsel or other adviser (or the person employing the consultant, counsel or other adviser) has with an executive officer of the Company.
For purposes of avoiding doubt, the Committee may select or receive advice from any compensation consultant, legal counsel or other adviser that it prefers, including ones that are not independent, so long as the Committee has taken into consideration all factors relevant to such consultant’s, counsel’s or adviser’s independence, including the foregoing six independence factors before selecting or receiving advice from such consultant, counsel or adviser.
Notwithstanding the foregoing, the Committee shall not be required to conduct an independence assessment with respect to (i) any in-house legal counsel that provides advice to the Committee or (ii) any compensation consultant, legal counsel or other adviser whose role is limited to (A) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company and that is available generally to all salaried employees, or (B) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant and about which the compensation consultant does not provide advice.
With respect to any compensation consultant as to which the Company is required to provide disclosure pursuant to Item 407(e)(3)(iii) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the Committee also shall assess whether such compensation consultant’s work raises any conflict of interest, taking into account at least the six factors specified above. Where a conflict of interest is determined to exist, the Committee shall determine how such conflict of interest is to be addressed.]
Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.
5. Responsibilities. The Committee is generally responsible for discharging the Board’s responsibilities regarding matters relating to the compensation of officers and directors, the oversight and administration of short-term and long-term incentive plans in which officers or directors participate (including those that provide for equity-based awards), the negotiation and oversight of employment and related agreements with officers and directors, and the overall administration of the Company's compensation, benefit, and perquisite programs. In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to fulfill its responsibilities to the Board. The Committee’s primary responsibilities include:
(a) Consider and make recommendations to the Board with respect to compensation for members of the Board, including periodically reviewing the compensation paid to non-employee directors, if any, and recommending any appropriate adjustments to the Board. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as such.
(b) Develop and administer a comprehensive compensation policy for the Chair of the Board (unless he or she is a non-executive chairman), President, CEO, Chief Financial Officer and other officers of the Company and its subsidiaries who are designated as “officers” for the purposes of Section 16 under the 1934 Act and the rules and regulations adopted thereunder (collectively, “Executive Officers”), including the establishment and approval of appropriate corporate goals and objectives, performance incentives and targets, equity-linked components, benefits, and perquisites.
(c) Review and/or approve the overall compensation, including amount, structure, and design of components of base pay, short-term, and long-term incentive programs and payouts, and periodic adjustments thereto, for the Company’s employees generally.
(d) Review and approve (and negotiate as appropriate) employment agreements, severance or retirement arrangements, and change-in-control agreements and provisions (and changes thereto) relating to the Company’s Executive Officers.
(e) Review director and officer indemnification and insurance matters.
(f) Annually lead the independent directors in reviewing the CEO’s performance in light of previously established and approved corporate goals and objectives and recommend the CEO’s compensation terms to the Board for determination by a majority of the independent directors of the Board based on this evaluation. The CEO may not be present during voting or deliberations on the compensation of the CEO.
(g) Annually review the performance of all other Executive Officers, and, after such consultation with the full Board as it determines appropriate, establish the compensation terms for such individuals.
(h) Make grants under, interpret, oversee, and otherwise administer any employee stock purchase plan, the Company’s equity-based plans and any other incentive plans.
(i) Review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) and related disclosures required for inclusion in the Company’s annual report and proxy statement (including disclosures required by Items 407(e)(2), (3) and (4) of Regulation S-K promulgated by the SEC), recommend to the Board based on the review and discussions whether the CD&A should be included in the annual report on Form 10-K and proxy statement, and provide the compensation committee report required by SEC rules for inclusion in the Company’s proxy statement.
Review and discuss with management the Company’s risk management practices and policies and, in light of such information, evaluate how the Company’s compensation policies and practices for all employees may affect the Company’s risk management practices and/or risk taking incentives, and whether such effects would be reasonably likely to be material to the Company. The Committee shall promptly report to the full Board any risk that is reasonably likely to be material to the Company.
(k) Periodically review the Company’s stock ownership requirements for non-employee directors, the CEO and the Company’s other “named executive officers” (as such term is defined under Item 402 of Regulation S-K promulgated by the SEC) and monitor compliance with such guidelines.
(l) In coordination with the Nominating and Corporate Governance Committee, annually review the Committee’s performance of its responsibilities and duties and review and make recommendations to the Board about changes to the charter of the Committee.
(m) Assume such other duties as the Board may from time to time delegate.