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W. R. Grace & Co.
Compensation Committee Charter

Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) is to (1) approve all compensation actions with respect to the Company’s directors, executive officers, and other members of senior management; (2) evaluate and approve the Company’s annual and long-term incentive compensation plans (including equity-based plans), and oversee the general compensation structure, policies, and programs of the Company; and (3) produce an annual report on executive officer compensation as required by applicable law.

In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s Bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval. While acting within the scope of powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board.

Committee Membership

The Committee shall consist of no fewer than three members. All members of the Committee shall (a) meet the independence requirements of the New York Stock Exchange, (b) have the experience, in the business judgment of the Board, that would be helpful in addressing the matters delegated to the Committee and (c) meets any other applicable laws or regulations including requirements under the federal securities laws and the Internal Revenue Code of 1986, as amended.

The Board shall appoint the members of the Committee, including the Committee chair annually. The Board may remove Committee members with or without cause, by the Board. Any member of the Committee may resign at any time by giving written notice of his or her resignation to the Chair of the Committee

Committee Authority and Responsibilities

  1. The Committee’s compensation philosophy shall be to attract, retain and motivate employees to perform in the best interests of the Company and its stockholders. The Committee will review compensation policies and plans to ensure that this philosophy is supported and that such policies and plans allow the Company to compete for the talent required.
  2. The Committee shall review and approve corporate goals and objectives relevant to the compensation of the chief executive officer, evaluate the CEO’s performance in light of those goals and objectives, and have sole authority to determine the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee shall consider the Company’s 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. The Committee shall annually review and approve, for the CEO, the members of the Company’s Leadership Team, and other executives whose annual base salaries exceed $350,000 (a) annual base salary, (b) the annual incentive opportunity, (c) the long-term incentive opportunity, (d) employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits.
  4. The Committee shall determine eligibility for participation in the Company’s executive compensation plans and programs, the amount, forms and other conditions of any awards, and the timing of any payouts. The Committee shall review new executive compensation programs and evaluate whether existing executive compensation programs are achieving their intended purposes.
  5. The Committee shall approve the Company's equity-based plans.
  6. The Committee shall review from time to time the Company's overall compensation policies and philosophy to insure that they are consistent with the Company's growth, productivity, profitability and risk management goals.
  7. The Committee shall review from time to time the Company’s overall compensation policies and philosophy to insure that they are consistent with the Company’s growth, productivity, and profitability goals.
  8. The Committee shall oversee the development of succession plans for executive positions.
  9. The Committee may form and delegate authority to subcommittees when appropriate; a subcommittee may consist of one or more members.
  10. The Committee shall make regular reports to the Board.
  11. The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior management compensation, and shall have sole authority to approve the consultant’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  12. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.

Approved by the Board of Directors
Date: January 20, 2011