Our Compensation Committee currently consists of Ms. Arway, Mr. Diaz, Mr. Grauer, and Mr. Valine, with Ms. Arway serving as the chair. Each of the members of our Compensation Committee is independent in accordance with the listing standards of the New York Stock Exchange. Each of the members of this Committee is also a "non-employee director" as that term is defined under Rule 16b-3 of the Securities and Exchange Act of 1934 and an "outside director" as that term is defined in Internal Revenue Service regulations.
The principal functions of our Compensation Committee are:
- Reviews the performance of our chief executive officer and other executives and makes decisions regarding their compensation.
- Establishes policies relating to the compensation of our executive officers and other key employees that further the goal of ensuring that our compensation system for our chief executive officer and our other executives, as well as our philosophy for compensation for all employees and the Board, is aligned with the long-term interests of our stockholders.
- Annually determines the compensation of our chief executive officer.
- Conducts an evaluation of our chief executive officer’s performance and the Company’s performance and considers a self-assessment prepared by our chief executive officer. Periodically, the Compensation Committee engages an outside consultant to conduct an in-depth analysis of our chief executive officer’s performance as a manager during the year.
- Has sole authority to retain or replace its independent compensation consultant in its sole discretion.
- Annually approves the compensation package for our chief executive officer subject to ratification by the independent members of the Board.
- Works closely with and considers the recommendations of our chief executive officer to determine the compensation of our other executive officers.
- When determining the compensation of the other executive officers, considers the recommendations of the chief executive officer who conducts a performance and compensation review of each other executive officer and reviews his detailed assessments of the performance of each of the other executive officers with the Compensation Committee.
- Reviews the results of advisory stockholder votes on the compensation of our executive officers and considers whether to make adjustments to our compensation policies and practices as a result of such votes.
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