Executive Compensation Committee
Executive Compensation Committee Charter
The purpose of the Executive Compensation Committee (the "Committee") is to discharge the Board's responsibilities relating to compensation of the Corporation's executives, to produce an annual report on executive compensation for inclusion in the Corporationís annual proxy statement, and to oversee and advise the Board on the adoption of policies that govern the Corporation's compensation programs, including stock and benefit plans.
The Committee shall be comprised of at least two members. All Committee members shall be independent of management and free of any relationship that, in the opinion of the Board of Directors would interfere with the exercise of independent judgment. Independence shall be determined in accordance with the director independence standards established by the New York Stock Exchange and Securities and Exchange Commission in effect from time to time.
The members of the Committee shall be appointed by the Board of Directors, at the Board's annual meeting, on the recommendation of the Committee, and may be removed by the Board at any time. Unless a chairman is elected by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership.
Committee Meetings & Reporting
The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, but at least twice per year. Additional meetings may occur as the Chairman or the majority of the Committee deems advisable. The Committee shall keep minutes of all its meetings. The Committee shall report to the Board of Directors on its meetings and discussions at Board meetings.
Responsibilities and Duties
To fulfill its purpose, the Committee shall:
1. Review and approve annually corporate goals and objectives relevant to CEO compensation and evaluate the CEO's performance in light of those goals and objectives.
2. Based on the foregoing evaluation, the Committee shall, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEOís compensation level (including base salary level, incentive compensation and equity-based compensation). In determining the long-term incentive component of the CEO's compensation, the Committee shall consider Tredegarís performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the CEO in past years.
3. Review and approve the compensation level of all other officers of the Corporation, including base salary level, incentive compensation and equity-based compensation.
4. Review and approve (or, where appropriate, recommend to the Board) incentive-compensation plans and equity-based plans that include the CEO and other officers of the Corporation.
5. Produce an annual report on executive compensation for inclusion in the Corporation's annual proxy statement, in accordance with applicable rules and regulations.
6. Have sole authority to retain and terminate any compensation consultant that may be used to assist in the evaluation of CEO or senior executive compensation; sole authority to approve the consultant's fees and other retention terms.
7. Perform such other duties and functions as may be requested by the Board.
The performance of any of these responsibilities may be delegated to a subcommittee of the Committee created and approved by the Committee. Any such subcommittee must be composed entirely of independent directors and must have a published committee charter.
Annual Performance Evaluation; Annual Charter Review
The Committee shall conduct an annual self-evaluation of the Committee's performance and report its findings to the Board of Directors.
The Committee shall review and reassess this Charter at least annually and recommend any proposed changes to the Nominating and Governance Committee for approval.
The Committee shall perform such other duties and functions as may be assigned by Tredegar's Board of Directors.
To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of Tredegar's Articles of Incorporation, the Bylaws or any applicable law or regulation, the Articles of Incorporation, the Bylaws or the law or regulation, as appropriate, shall control.
Nothing in this Charter is to be construed as precluding discussion of CEO compensation with the Board generally.