Oxford Industries, Inc.

Nominating, Compensation, and Governance Committee Charter

 

PURPOSE

The purpose of the Nominating, Compensation and Governance Committee is to (i) assist the Company’s Board of Directors in fulfilling its responsibilities with respect to compensation of the Company’s executive officers; (ii) recommend candidates for all Company directorships to be filled; (iii) identify individuals qualified to serve as members of the Company’s Board of Directors; (iv) review and recommend committee appointments; (v) take a leadership role in shaping the corporate governance of the Company; (vi) develop and recommend to the Board for adoption the Company’s Corporate Governance Guidelines; (vii) lead the Board in the Board’s annual review of its own performance and (viii) perform other functions that it deems necessary or appropriate.  The Committee shall have the authority granted to it by this Charter and by the Company’s stock option, restricted stock and other executive compensation plans.

 

COMPOSITION

The Committee shall be appointed by and shall report to the Board of Directors.  The Committee shall consist of three or more members, as determined by the Board of Directors, each of whom shall be (i) an “outside director” under Section 162(m) of the Internal Revenue Code, (ii) a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934 and (iii) an “independent director” under the listing standards of the New York Stock Exchange regarding compensation committee members, as such listing standards become applicable to the Company.  If the Board of Directors does not designate a Committee Chair or if the Chair is not present, the members of the Committee may designate a Chair by majority vote of the Committee membership.  The Committee may form one or more subcommittees, and delegate authority to those subcommittees, as it deems appropriate.  The Committee Chair shall have the authority to act on behalf of the full Committee.

 

MEETINGS

The Committee shall meet at least three times per year and shall determine whether circumstances dictate additional meetings.  Meetings shall be at such times and places as the Committee shall determine, and may take place in person, by teleconference or by videoconference, as the Committee deems appropriate.  A majority of the members of the Committee shall constitute a quorum.  Any action that may be taken by the Committee at a meeting of its members may also be taken by unanimous written consent of the members.

 

AUTHORITY AND RESPONSIBILITIES 

The Committee shall have the authority to retain and terminate (i) any compensation consultant who is to assist in the evaluation of director, chief executive officer or executive officer compensation and (ii) any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion.  The Committee shall have sole authority to approve related fees and retention terms.

The Committee’s responsibilities shall also include the following:

 

Compensation

1.     Administer the Company’s stock option and restricted stock plans.

2.     Administer the Company’s Executive Performance Incentive Plan. 

3.     Review and approve corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer.  Evaluate the Chief Executive Officer’s performance in light of those goals and objectives.  Determine the compensation of the Company’s Chief Executive Officer based upon this evaluation. 

In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee shall consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, the awards given to the Chief Executive Officer in past years and such other factors as the Committee deems relevant.

4.    Review and approve the compensation of the Company’s executive officers. 

5.     Make recommendations to the Board of Directors regarding non-chief executive officer compensation, incentive-compensation plans and equity-based plans. 

6.     Annually prepare a report on executive compensation for inclusion in the Company’s proxy statement.

 

Board Selection, Composition and Evaluation 

1.      Establish criteria for the selection of new directors to serve on the Board.  

2.      Identify individuals qualified to serve as members of the Company’s Board of Directors pursuant to the Company’s Corporate Governance Guidelines.  Recommend candidates for all Company directorships to be filled. 

3.      Consider questions of independence and possible conflicts of interest of members of the Board of Directors and the Company’s executive officers. 

4.      Lead the Board in the Board’s annual review of its own performance.

 

Committee Selection, Composition and Evaluation

1.      Periodically review the charter and composition of each committee of the Board and make recommendations to the Board for the creation of additional committees or the elimination of Board committees.

2.      Review and recommend to the Board of Directors committee appointments, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant and, where appropriate, make recommendations regarding the removal of any member of any committee.

 

Corporate Governance

1.      Periodically consider the Company's Articles of Incorporation and By-Laws and recommend to the Board, as the Committee deems appropriate, amendments to the Articles of Incorporation or By-Laws.

2.      Develop and recommend to the Board for adoption the Company's Corporate Governance Guidelines. Periodically review and reassess the adequacy of the Corporate Governance Guidelines. Recommend any proposed changes to the Board of Directors for approval. Have the Corporate Governance Guidelines published in accordance with New York Stock Exchange requirements.

 

Other Responsibilities 

1.       Periodically review and reassess the adequacy of this Charter. Recommend any proposed changes to the Board of Directors for approval. Have the Charter published in accordance with New York Stock Exchange requirements.  

2.       Annually evaluate the Committee's own performance. 

3.       Perform any other activities consistent with this Charter and governing law that the Committee or Board of Directors deems necessary or appropriate. 

4.       Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities.