Compensation Committee

Compensation Committee Charter

Our Compensation Committee currently consists of Ms. Arway, Mr. Desroches, Mr. Diaz and Mr. Grauer, 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:

  • Evaluate and approve all compensation plans, programs and policies of the Company as they relate to Executive Officers;
  • Establish an executive compensation philosophy that is aligned with the long-term interests of the Company and its stockholders;
  • Review the performance of the Executive Officers and make compensation recommendations to the Board that are aligned with the performance of each Executive Officer; and
  • Ensure that the Board is compensated in a competitive and fair manner.