Compensation Committee Charter
Purpose of Committee
The purpose of the Compensation Committee (the “Committee”) of the Board of
Directors (the “Board”) of Brinker International, Inc. (the “Company”) is to:
1) oversee the administration of the Company’s compensation programs; 2) review
the compensation of the executive officers; 3) administer the Stock
Option/Incentive Based Plans; 4) review CEO performance; 5) review and approve
key executive promotions; and 6) prepare any report on executive compensation
required by the rules and regulations of the Securities and Exchange Commission
(the “SEC”).
Committee Membership
The Committee shall consist solely of three or more members of the Board each of
whom the Board has determined has no material relationship with the Company and
each of whom is otherwise “independent” under the rules of the New York Stock
Exchange, Inc.
Members shall be appointed by the Board based on nominations recommended by the
Company’s Nominating Committee, and shall serve at the pleasure of the Board
and for such term or terms as the Board may determine.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson and one
as its vice-chair. The Committee shall meet in person or telephonically at
least two times a year at a time and place determined by the Committee
chairperson, with further meetings to occur, or actions to be taken by
unanimous written consent, when deemed necessary or desirable by the Committee
or its chairperson.
The Committee may invite such members of management to its meetings, as it may
deem desirable or appropriate, consistent with the maintenance of the
confidentiality of compensation discussions. The Company’s Chief Executive
Officer (“CEO”) should not attend any portion of a meeting where the CEO’s
performance or compensation are discussed, unless specifically invited by the
Committee.
Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee.
| 1. |
In consultation with senior management, establish the Company’s general
compensation philosophy, and oversee the development and implementation of
compensation programs. |
| 2. |
Review and approve corporate goals and objectives relevant to the compensation
of the CEO, evaluate the performance of the CEO in light of those goals and
objectives, and either as a committee or together with the other independent
directors (as directed by the Board), determine and approve the CEO’s
compensation level based on this evaluation. In determining the long-term
incentive component of CEO compensation, the Committee shall consider, among
other factors, the Company’s performance and relative shareholder return, the
value of similar incentive awards to chief executive officers at comparable
companies and the awards given to the CEO in past years. |
| 3. |
The Committee will meet at least annually to review officer
compensation. The Committee shall retain the services of an independent expert,
who will provide the Committee with competitive data for the various officer
positions, and shall provide advice and counsel to the Committee in setting
salaries and total compensation. The Committee shall expressly determine the
compensation for the Chairman of the Board (if a management Director), Chief
Executive Officer (“CEO”), and based on the advice of the CEO, for President,
and all Executive Vice Presidents, and Senior Vice Presidents. The compensation
of all officers at the Senior Vice President level and above shall be subject
to approval by the Board. The CEO shall, at his discretion, have the authority
to alter compensation for officers below the level of Senior Vice President
without Committee approval, provided the revised compensation does not exceed
the competitive market place analysis provided to the Committee by the
independent expert. New officer hires, and the compensation for such
officer(s), other than the President, Chief Operating Officer (“COO”), Chief
Financial Officer (“CFO”), Chief Administrative Officer (“CAO”) and General
Counsel (“GC”), may be made without Committee approval, provided their
compensation is within competitive guidelines, and the Chair is promptly
notified. The Committee shall be responsible for approving new compensation
plans or other material perquisites benefiting officers or senior officers. |
| 4. |
The Committee shall be the Plan Administrator for all Stock Options or other
Incentive Based Plans. The Committee shall administer the Plan(s) in accordance
with terms and conditions of such Plans. The Committee shall, annually, based
on advice from third-party experts, establish guidelines for the future
issuance of options under the then current employee Stock Option Plans. The
full Board shall approve the guidelines as recommended by the Committee.
Management shall make recommendations to the Committee as to proposed
individual grants. The Committee shall, from time to time, grant options,
restricted stock, restricted stock units or other compensation (“grants”) pursuant
to the Plans and the guidelines established with it being anticipated that such
grants will be granted once each fiscal year, and on a predetermined date as
determined by the Committee. In no event will any such grant be made within six
months of a previous grant. The Committee shall specifically approve the individual
grants to Senior Vice Presidents, Executive Vice Presidents, the President and the
Chief Executive Officer however, if an individual is promoted or newly employed and
a grant is made to such individual as a result of such promotion or in conjunction
with such individual’s employment, the Compensation Committee Chair or CEO may approve
grants without full Board approval to such individual provided they are at the lower
end of the guidelines for such position as previously approved by the Board and are
granted as of the actual date of the promotion or the date the employment of the individual
actually commences. The options shall be delivered promptly after the Board has approved
the actions of the Committee. |
| 5. |
In consultation with senior management, oversee regulatory
compliance with respect to compensation matters, including overseeing the
Company’s policies on structuring compensation programs to preserve tax
deductibility, and, as and when required, establishing performance goals and
certifying that performance goals have been attained for purposes of Section
162(m) of the Internal Revenue Code. |
| 6. |
The Committee shall meet to consider and approve any promotions or new hires at
the level of CEO, COO, CFO, CAO and GC. The full Board shall meet to consider
and approve any promotion or new hires of President or Chief Executive Officer.
The Chief Executive Officer may promote or hire new officers below the level of
President, COO, CFO, CAO and GC, but shall promptly advise the Chair of the
Committee of any such promotions or new hires. |
| 7. |
Prepare and issue the evaluations and reports required under “Committee
Reports” below. |
| 8. |
Any other duties or responsibilities expressly delegated to the Committee by
the Board from time to time relating to the Company’s compensation programs. |
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties
and responsibilities to a subcommittee of the Committee, comprised entirely of
“independent” members of the Board. In particular, the Committee may delegate
the approval of certain transactions to a subcommittee consisting solely of
members of the Committee who are (i) “Non-Employee Directors” for the purposes
of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time
to time, and (ii) “outside directors” for the purposes of Section 162(m) of the
Internal Revenue Code, as in effect from time to time. Any such subcommittee
shall have a written and published charter to govern its activities.
Committee Reports
The Committee shall produce the following reports and provide them to the Board.
| 1. |
An annual Report of the Compensation Committee on Executive Compensation for
inclusion in the Company’s annual proxy statement in accordance with applicable
SEC rules and regulations. |
| 2. |
An annual performance evaluation of the Committee, which evaluation must
compare the performance of the Committee with the requirements of this charter
and set forth the goals and objectives of the Committee for the upcoming year.
The performance evaluation should also recommend to the Board any improvements
to this charter deemed necessary or desirable by the Committee. The performance
evaluation by the Committee shall be conducted in such manner, as the Committee
deems appropriate. The report to the Board may take the form of an oral report
by the chairperson of the Committee or any other member of the Committee
designated by the Committee to make this report. |
| 3. |
A summary of the actions taken at each Committee meeting, which shall be
presented to the Board at the next Board meeting. |
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to select, retain,
terminate and approve the fees and other retention terms of special counsel and
other experts or consultants as it deems appropriate, without seeking approval
of the Board or management with respect to compensation consultants retained to
assist in the evaluation of director, CEO or senior executive compensation,
this authority shall be vested solely in the Committee.
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