COMMERCIAL METALS COMPANY

 

 

 

COMPENSATION COMMITTEE CHARTER

 

 

 

            This Compensation Committee Charter (Charter) sets forth the purpose and membership requirements of the Compensation Committee (Committee) of the Board of Directors (Board) of Commercial Metals Company (CMC or Company) and establishes the authority and responsibilities delegated to it by the Board.

 

 

 

1.   Purpose.  The purpose of the Committee is to:

 

 

 

·        assist the Board in the discharge of its responsibilities relating to the establishment, administration and monitoring of fair and competitive compensation and benefits programs including salary and cash bonus payments, stock incentive and option plans, compensation deferral plans and performance incentive award plans for the Company’s Chief Executive Officer (CEO), executive officers and other executives.

 

 

 

·        produce the annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations.

 

 

 

 

 

2.   Committee Members.

 

 

 

2.1.      Composition and Appointment.  The Committee shall consist of three (3) or more members of the Board.  The members and Chairman of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee.  The Board shall fill vacancies on the Committee and may remove a Committee member from the membership of the Committee at any time without cause.  Members shall serve until their successors are appointed by the Board.

 

 

 

2.2.      Qualifications.  Each member of the Committee shall be independent.  To be “independent,” a director may not have a relationship with the Company or its management or a private interest in the Company that in any way may interfere with the exercise of such Director’s independence from the Company and its management.  In addition, each member of the Committee must meet the independence requirements of applicable law, including the rules and regulations of the SEC and of the NYSE as such requirements are interpreted by the Board in its business judgment.

 

 

 

3.   Authority and Responsibilities.

 

 

 

      In addition to any other responsibilities which may be assigned from time to time by the Board, Chairman of the Board or the Committee Chairman, the Committee is responsible for the following matters:

 

 

 

3.1       CEO Performance and Compensation.  The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation.

 

 

 

3.2.      Executive Officer Performance and Compensation.  The Committee shall annually review and approve corporate goals and objectives relevant to the compensation of the executive officers, evaluate the performance of the executive officers in light of those goals and objectives and set the compensation of the executive officers following review with the CEO of his or her evaluation, recommendations and decisions as to the performance and compensation of the Company’s executive officers.

 

 

 

3.3.      Compensation Philosophy and Strategy.  The Committee shall review the compensation philosophy and strategy of the Company and its subsidiaries and consult with the CEO, as needed, regarding the role of the Company’s compensation strategy in achieving the Company’s objectives and performance goals and the long-term interests of the Company’s stockholders.

 

 

 

3.4.      Comparison Analysis.  The Committee shall, to the extent it deems appropriate, periodically review market and industry data to assess the Company’s competitive position with respect to the individual elements of total executive compensation to ensure the attraction, retention and appropriate reward of the Company’s executive officers.

 

 

 

3.5.      Administration of Plans.  The Committee shall administer the Company’s incentive compensation and stock option and other equity based plans in which the CEO and other executive officers may be participants and recommend to the Board amendments to such plans or adoption of new plans.  In connection with administering such plans, the Committee shall have the authority to (i) approve option guidelines and grants, (ii) make grants, (iii) interpret the plans, (iv) determine the rules and regulations relating to the plans, (v) modify or cancel existing grants and substitute new grants (with the consent of grantees), (vi) designate employees eligible to participate in the plans and (vii) impose limitations, restrictions and conditions upon any award as the Committee deems appropriate and as permitted under the applicable plan.

 

 

 

       3.6      Proxy Statement Report.  The Committee shall prepare an annual report on executive compensation as required by the rules and regulations of the SEC and submit it to the Board for inclusion in the Company’s proxy statement prepared in connection with its annual meeting of stockholders.

 

 

 

      3.7       Special Recommendations to the Board.  The Committee shall review and make recommendations to the Board regarding (i) any employment agreement, severance agreement, change in control agreement or provision, or separation agreement, or any amendment to the same, that is proposed to be entered into with the CEO or any other executive officer and (ii) any deferred compensation arrangement that is proposed to be entered into with the CEO or any other executive officer.

 

 

 

3.8       Advisors.  The Committee shall have the authority to (i) retain, at the Company’s expense, an independent compensation consultant and other expert advisors (Advisors) as it deems necessary to fulfill its responsibilities and (ii) determine the compensation of such Advisors.

 

 

 

3.9       Subcommittees.  The Committee may delegate authority and responsibilities to subcommittees as it deems proper, provided that no subcommittee shall consist of less than two members.

 

 

 

4.    Meeting Procedures and Advisors.

 

 

 

4.1              Frequency. The Committee shall meet at least two times each fiscal year of the Company and 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 agenda consistent with the Charter. Any Committee member may request that an item be placed on an agenda or that additional pre-meeting materials be furnished the Committee.

 

 

 

4.2              Minutes.  Minutes of each meeting of the Committee shall be kept to document the discharge by the Committee of its responsibilities.

 

 

 

4.3              Quorum.  A quorum shall consist of a majority of the Committee’s members.  The act of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee

 

 

 

5.   Reports and Assessments.

 

 

 

5.1.      Board Reports.  The Chairman of the Committee shall report from time to time to the Board on Committee actions and on the fulfillment of the Committee’s responsibilities under this Charter.

 

 

 

5.2.      Charter Assessment.  The Committee shall annually review and assess the adequacy of this Charter and advise the Board and the Nominating and Corporate Governance Committee of its assessment and of its recommendation for any changes to the Charter.

 

 

 

5.3.      Committee Self-Assessment.  The Committee shall annually review and make a self-assessment of its performance and shall report the results of such self-assessment to the Board and the Governance Committee.