W. R. Grace & Co.
Compensation Committee Charter
Purpose
The purpose of the Compensation Committee 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.
Committee Membership
The Committee shall consist of no fewer than three members. All members of the Committee
shall meet the independence requirements of the New York Stock Exchange and any
other applicable laws or regulations.
The Board shall appoint the members of the Committee, including the Committee chair.
The Board may remove Committee members with or without cause.
Committee Authority and Responsibilities
- 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.
- 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.
- 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.
- The Committee shall approve the Company's equity-based plans.
- The Committee shall periodically review, evaluate and approve the compensation payable
to the Company's non-employee directors.
- 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.
- The Committee shall oversee the development of succession plans for executive positions.
- The Committee may form and delegate authority to subcommittees when appropriate;
a subcommittee may consist of one or more members.
- The Committee shall make regular reports to the Board.
- 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.
- 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 17, 2008