Investors :: Corporate Governance :: Compensation Committee Charter
Compensation Committee Charter
TERRAVIA HOLDINGS, INC.
A Delaware corporation
Compensation Committee Charter
Adopted February 12, 2014
The Compensation Committee (the “Committee”) is created by the Board of Directors of the Company (the “Board”) to discharge the responsibilities set forth in this Charter. The Committee shall have the authority and membership and shall operate according to the procedures provided in this Charter.
The Committee shall consist of at least three members, comprised solely of directors deemed by the Board to be independent and who meet independence requirements of Nasdaq. In addition, members must also qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and satisfy the requirements of “outside directors” pursuant to Section 162(m) of the Internal Revenue Code. The Board shall recommend nominees for appointment to the Committee annually and as vacancies or newly created positions occur. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Board shall designate the Chairman of the Committee.
In addition to any other responsibilities that may be assigned from time to time by the Board, the Committee is responsible for the following matters.
- The Compensation Committee shall review and approve the compensation of the CEO and each of the Company’s other executive officers. In reviewing and approving executive officer compensation, the Committee shall, among other things:
- identify, review and approve corporate goals and objectives relevant to executive officer compensation;
- evaluate each executive officer’s performance in light of such goals and objectives and determine each executive officer’s compensation based on such evaluation, including such other factors as the Committee deems appropriate and in the best interests of the Company; and
- review all items of executive officer compensation and arrangements, including, as relevant: (i) annual base salary level, (ii) annual incentive compensation, (iii) long-term incentive compensation, (iv) employment, severance and change-in-control agreements, if any, and (v) any other compensation, ongoing perquisites or special benefit items.
Compensation Policies and Plans
- The Committee shall review and evaluate the Company’s executive compensation and benefits policies generally (subject, if applicable, to stockholder approval), including the review and recommendation of any incentive-compensation and equity-based plans of the Company that are subject to Board approval. In reviewing such compensation and benefits policies, the Committee may consider the recruitment, development, promotion, retention and compensation of executive officers and other employees of the Company and any other factors that it deems appropriate.
- The Committee shall prepare the Compensation Committee Report required by SEC rules to be included in the Company’s annual proxy statement or Form 10-K, and the Committee shall review and discuss the Company’s Compensation Disclosure and Analysis as required by SEC rules (“CD&A”) with management and provide a recommendation to the Company’s Board regarding the inclusion of the CD&A within the Company’s proxy statement or Form 10-K.
Reporting to the Board
- The Committee shall report to the Board periodically.
- At least annually, the Committee shall evaluate its own performance and report to the Nominating and Corporate Governance Committee on such evaluation.
- The Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Nominating and Corporate Governance Committee for approval.
· The Committee shall review and assess risks arising from the Company’s compensation policies and practices for its employees and whether any such risks are reasonably likely to have a material adverse effect on the Company.
The Committee has the sole authority to retain and terminate any advisors, including any compensation consultant assisting the Committee in the evaluation of CEO or executive officer compensation, including the sole authority to approve all such advisors’ fees and other retention terms. The Committee may select such advisers, or receive advice from any other adviser, only after taking into consideration those independence factors enumerated by the rules of Nasdaq.
The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems it appropriate and in the best interests of the Company.
To the extent permitted by applicable law, the Committee may delegate its authority with respect to granting equity awards (other than awards to executive officers and other persons covered by Section 16 of the Exchange Act) in accordance with the terms of the Company’s equity-based incentive plans.
The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chairman of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter.
The CEO may not be present during voting or deliberations related to his or her compensation.
Ian T. Clark has been a member of our board of directors since April 2011. Mr. Clark currently serves as chief executive officer of Genentech, Inc., a member of the Roche Group, and head of North American Commercial Operations. He was appointed to this role in January 2010. Mr. Clark also leads the Genentech executive committee and is a member of the Genentech board of directors. Mr. Clark joined Genentech in 2003 as senior vice president and general manager, BioOncology. In August 2005 he was named senior vice president, Commercial Operations and became a member of the executive committee, and in January 2006, he was named executive vice president, Commercial Operations. In April 2009, he was named head of Global Product Strategy and chief marketing officer. Prior to joining Genentech, Mr. Clark served as president of Novartis Canada, overseeing all of the company’s country operations. Before assuming his post in Canada, Mr. Clark served as chief operating officer for Novartis United Kingdom. Prior to joining Novartis in 1999, Mr. Clark worked in vice presidential roles in sales and marketing for Sanofi (Aventis) and Ivax in the United Kingdom and Eastern Europe. Mr. Clark has served on the board of the Biotechnology Industry Organization (BIO) Industry Association since 2009, is an advisor to the Institute of Life Sciences at Southampton University in the United Kingdom, and is a member of the Federal Reserve Bank of San Francisco’s Economic Advisory Council. Mr. Clark received a Bachelor of Science degree in biological sciences from Southampton University in the United Kingdom. Mr. Clark is a valuable member of the board of directors due to his experience in and knowledge of the biotechnology sector and his leadership experience.
Michael V. Arbige has been a member of our board of directors since 2005. In May 2011, E.I. du Pont de Nemours and Company acquired Genencor International, Inc., a division of Danisco US Inc., a diversified biotechnology company, and Dr. Arbige was appointed Vice President, Research and Development of the Industrial Biotechnology Division. From 1990 to 2011, Dr. Arbige held a variety of positions at Genencor, most recently as its Executive Vice President of Research and Development, a position he held from 2009 to 2011. He is responsible for all activities associated with managing and driving the research and development activities for the division. Dr. Arbige obtained his Ph.D. in Microbial Physiology and Genetics in 1982 from the University of New Hampshire. Dr. Arbige is a valuable member of the board of directors due to his experience in and knowledge of the biotechnology sector.
James R. Craigie has been a member of the board of directors since 2013. He has been the Chairman of Church & Dwight Co., Inc., a leading developer, manufacturer and marketer of household and personal care consumer packaged goods, since 2007. From June 2007 to December 2015, he was the Chairman and Chief Executive Officer of Church & Dwight, and from July 2004 through May 2007, he was the President and Chief Executive Officer of Church & Dwight. He has served on the board of directors of Church & Dwight since 2004. From December 1998 through September 2003, he was President, Chief Executive Officer and a member of the board of directors of Spalding Sports Worldwide and its successor, Top-Flite Golf Co. During the period from 1983 to November 1998, Mr. Craigie held various senior management positions with Kraft Foods Inc. Prior to entering private industry, he served for six years as an officer in the U.S. Navy/Department of Energy working for Admiral Rickover. He currently serves as a member of the boards of directors of Bloomin’ Brands, Inc., a casual dining company and the Gettysburg Foundation, a non-profit foundation involved with restoring the Gettysburg battlefields. Mr. Craigie holds an undergraduate degree from the University of Rochester and an M.B.A. from Harvard University. Mr. Craigie is a valuable member of the board of directors due to his consumer products and brand building experience, particularly in the food, household and personal care sectors, as well as his leadership experience.