Compensation Committee Charter


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 Principal Functions

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 compensation.
  • 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 executives.
  • 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 its reviews.
  • 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.