The Board of Directors
of MacDermid, Incorporated (the "Company") has constituted and
established a Compensation Committee (the "Committee") with
authority, responsibility, and specific duties as described in this
Compensation Committee Charter.
The Committee shall
consist of directors who are independent of management and free from any
relationship that, in the opinion of the Board of Directors, as evidenced
by its election of such Committee members, would interfere with the
exercise of independent judgment as a Committee member. Each member of the
Committee shall be a "Non-Employee Director" within the meaning
of Rule 16-3(b) under the Securities Exchange Act of 1934 and an
"Outside Director" within the meaning of Section 162 (m) (4) (c)
(i) of the Internal Revenue Code.
Mission Statement And
The Committee's basic
responsibility is to assure that the senior executives of the Company and
its wholly-owned affiliates are compensated effectively in a manner
consistent with the shareholders' interests and with the compensation
strategy of the Company, internal equity considerations, competitive
practice, and the requirements of the appropriate regulatory bodies. The
Committee shall communicate to shareholders the Company's compensation
policies and the reasoning behind such policies. More specifically, the
Committee shall be responsible for the following:
- Review from time to time and
approve the Company's compensation strategy to ensure that management
is rewarded appropriately for its contributions to Company growth and
profitability and that the executive compensation strategy supports
organization objectives and promotes shareholder interests.
- Review annually, and
determine the individual elements of, total compensation for the Chief
Executive Officer and communicate in the annual Board Compensation
Committee Report to shareholders the factors and criteria on which the
Chief Executive Officer's compensation for the last year was based,
including the relationship of the Company's performance to the Chief
Executive Officer's compensation.
- Review and approve the
individual elements of total compensation for the senior management of
the Company other than the Chief Executive Officer and communicate in
the annual Board Compensation Committee Report to shareholders the
specific relationship of corporate performance to executive
- Assure that the Company's
equity incentive compensation programs and the annual incentive plans
are administered in a manner consistent with shareholder interests.
- Approve, subject, where
appropriate, to submission to shareholders, all new equity incentive
plans and modifications thereto.
- Approve compensation for
Board of Directors.
- Approve annual compensation
and equity incentive grants for the Company's officers and senior
- Review the Company's employee
benefit programs and approve changes subject, where appropriate, to
shareholder or Board of Director approval.
- If appropriate, hire experts
in the field of executive compensation to assist the Committee with
- Such other duties and responsibilities
as may be assigned to the Committee, from time to time, by the Board
of Directors of the Company and/or the Chairman of the Board of
Directors, or as designated in plan documents.
The Committee will meet
as often as necessary to carry out its responsibilities. Meetings may be
called by the Chairman of the Committee and/or management of the Company.
Reports of meetings of the Committee shall be made to the Board of
Directors at its next regularly scheduled meeting following the Committee
meeting accompanied by any recommendations to the Board of Directors
approved by the Committee.