Heinz Corporate Governance

Management Development and Compensation Committee Charter

Purpose: The purpose of the Management Development and Compensation Committee (the "Committee") is to oversee the process of selecting and planning the succession of the Chief Executive Officer ("CEO") and other senior executive officers, determine the compensation of the CEO and other senior executives, and review and approve the compensation policies of the Company.

Responsibilities: The responsibilities and activities of the Committee include but are not limited to:

  • Recommending to the Board candidates for the Chief Executive Officer of the Company.
  • Recommending to the Board candidates for the executive officers who report directly to the Chief Executive Officer.
  • Developing corporate goals and objectives relevant to CEO compensation, and evaluating performance and determining compensation for the CEO and the CEO’s direct reports in light of such goals, objectives, and performance. The Committee will formally solicit the opinions of non-Committee Board members before taking action.
  • Reviewing and approving corporate goals and objectives for other executive officers and the overall compensation policy, including retirement and severance plans, for those officers.
  • Making recommendations to the Board with respect to the structure of overall incentive and equity-based plans for shareholder approval.
  • Reviewing annually the succession plan of the Chief Executive Officer and other executive officers as part of a Talent Review in which all Board members participate.
  • Encouraging the diversity of candidates for executive positions.
  • Preparing the report of the Management Development and Compensation Committee required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.
  • Evaluating the Committee’s performance annually and making revisions and updates to this Charter periodically as appropriate.
  • Updating the Board with respect to Committee meetings and actions taken.
  • Delegating any of the above responsibilities to a sub-committee of independent directors as necessary.

Composition: The Committee is comprised of at least three directors, all of whom must be independent. For purposes hereof, an "independent" director is a director who meets the New York Stock Exchange definition of independence as determined by the Board. Additionally, members of the Committee must qualify as "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.

Meetings: The Committee will meet as often as it deems necessary or appropriate, either in person or by teleconference. A majority of the members of the Committee must be present at a meeting to constitute a quorum.

Assignment and Removal of Committee Members: Members will be appointed to the Committee by the Board of Directors, upon recommendation of the Corporate Governance Committee. Committee assignments will be based on the Board member’s business and professional experience, qualifications and public service. The need for continuity, subject matter expertise, tenure and the desires of the individual Board members will also be considered. Committee members will serve until their resignation, retirement, removal by the Board or until a successor is appointed. A Committee member may be removed by majority vote of the independent directors of the full Board.

Outside Advisors: The Committee will have the authority, and shall have appropriate funding from the Company, to retain, such outside consultants, experts and other advisors as it determines appropriate to assist it in the performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the Committee in the evaluation of director, CEO or senior executive compensation, and to approve the consultant's fees and other retention terms.