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Compensation Committee Charter

I.          NAME

One committee of the Board of Directors (the "Board") will be known as the Compensation Committee (the "Committee"). 

II.         COMMITTEE PURPOSE

To undertake those specific duties and responsibilities listed below and such other duties as the Board shall determine from time to time.  All powers of the Committee are subject to the restrictions designated in the Company’s Articles of Incorporation and By-Laws, this Charter, and applicable law and regulation.

III.        COMMITTEE MEMBERSHIP

  1. The Committee shall consist of no fewer than three (3) members. 

  2. Members of the Committee shall be appointed by the Board, upon recommendation of the Nominating and Governance Committee, and may be removed by the Board, at its discretion, upon majority vote of the Board. 

  3. All members of the Committee shall, in the judgment of the Board, be independent in accordance with the listing standards established by the Securities and Exchange Commission and the New York Stock Exchange ("NYSE"), and shall meet the definition of a "non-employee Director" under Rule 16b-3 of the Securities Exchange Act of 1934 and the standards established by the Board from time to time.  All members of the Committee further shall meet the requirements for "outside directors" under Section 162(m) of the Internal Revenue Code.  Any Director who is an executive of another corporation where any of the Company’s executives serve on a committee relating to compensation may not serve on the Committee until three years after the termination of such employment. 

  4. The Board shall designate one of the Committee’s members as Chairperson ("Chair") who shall preside over meetings of the Committee.  If the Chair is not present, the Committee may designate an acting Chair.

IV.       COMMITTEE STRUCTURE AND OPERATIONS

  1. The Committee will meet no less than three (3) times each year.

  2. Any Board Member may attend a meeting of the Committee, but only Committee Members may vote.

  3. The Committee may invite members of senior management or others to attend any meeting.  The CEO should not attend any meeting where the CEO’s performance or compensation is discussed, unless specifically invited by the Committee. 

  4. The Committee shall have sole authority to retain and terminate independent compensation experts, lawyers and other consultants to assist and advise the Committee in connection with its responsibilities, including sole authority to approve any such firm’s fees and other retention terms.  The Committee also shall have the right to use reasonable amounts of time of the Company’s internal and independent accountants, internal and outside attorneys, and other internal staff. 

  5. The Committee shall report Committee actions to the full Board of Directors and make recommendations appropriate to the duties and responsibilities delegated to the Committee. 

V.        COMMITTEE RESPONSIBILITIES REGARDING COMPENSATION

  1. Review and approve at least annually the Company’s goals and objectives relevant to officer compensation.  The Committee further will review and establish the structure of such compensation to ensure that the structure is tailored to achieve the Company’s objectives of (1)rewarding the Company’s senior officers appropriately for their contributions to the Company’s growth, profitability and other business goals and objectives; (2)linking the interests of the senior officers to the long-term interests of the Company’s stockholders through a mix of long-term and short-term incentives that include downside risk as well as upside potential; and (3)attracting, retaining, and incentivizing exceptionally knowledgeable and experienced senior officers who are dedicated to the Company’s business goals. 

  2. Review at least annually the type, level, and amount of annual CEO compensation and recommend to the full Board the appropriate level of CEO compensation.  The Committee is responsible for establishing specific, short-term and long-term goals for the CEO and for periodically reviewing the CEO’s progress and performance with respect to those goals and objectives.  In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee shall consider the Company’s performance and relative shareholder return, the value of similar incentive awards to the Chief Executive Officers at comparable companies, the economic and business conditions in which the Company has been and will be operating, the awards given to the Company’s Chief Executive Officer in prior years, among other factors.

  3. Review with the CEO at least annually the performance of all officers and report the Committee’s findings and conclusions to the full Board.  The Committee shall review with the CEO at least annually the type, level, and amount of officer compensation and recommend to the full Board the compensation of officers in such amounts and levels as the Committee deems appropriate and consistent under the circumstances.  The Committee is further responsible, in consultation with management, for establishing specific corporate-wide and lines-of-business short-term and long-term goals related to incentive compensation and for reviewing performance with respect to such goals. 

  4. Maintain minimum stock ownership guidelines for senior executive officers to further align their personal interests with shareholders.  The CEO is expected to maintain two times his annual salary in SPR stock, and the remaining senior executives are expected to maintain one and a half times their annual salary in SPR stock.  The CEO and the senior executives have five years from the date of their employment to meet this requirement.  For purposes of determining compliance with this guideline, the Committee will consider all stock-based incentive compensation awards and grants, whether vested or not, and all other holdings of Company stock by individual senior executive officers.

  5. Review and approve at least annually the type, amount, and level of Director compensation and ensure that the type, amount, and level of Director compensation is appropriate.  The Committee will report its findings and conclusions to the Board and make whatever recommendations it deems necessary to ensure that Director compensation is appropriate.

  6. Review and approve any equity incentive compensation and other stock-based plans and awards and further recommend changes in such plans to the Board as needed or appropriate.  In this regard, the Committee reaffirms the Board’s policy prohibiting the re-pricing of stock options in any manner whatsoever.

  7. Produce a Committee report on executive compensation as required by the Securities and Exchange Commission ("SEC") to be included in the Company’s annual proxy statement and/or annual report on Form 10-K filed with the SEC.

  8. Review and discuss with management the Company’s Compensation Discussion and Analysis ("CD&A") required by the SEC and, based on such review and discussion, recommend to the Board that the CD&A be included in the Company’s annual proxy statement and/or annual report on Form 10-K filed with the SEC.

VI.       COMMITTEE RESPONSIBILITIES REGARDING PENSION, HEALTH, WELFARE AND BENEFIT PLANS

  1. Review at least annually the number, type, appropriateness, financial health and soundness of the Company’s pension, health, welfare, and benefit plans, and meet periodically with management, money and fund managers, benefit consultants and others to determine and verify the appropriateness and financial health and soundness of the various plans and programs, including a review of plan actuarial assumptions and plan valuations.

  2. Recommend to the Board any changes or alterations to the pension, health, welfare or benefit plans or in the type and number of such plans.  The Committee may delegate to a management committee the power to make any non-material administrative changes to any such plans.

  3. Appoint the membership of the Company’s administrative committee, which operates as the "Administrative Committee" or equivalent, as defined in various pension, health, welfare or benefit plans. 

  4. Semi-annually review the performance of any trust fund(s).

  5. Periodically review and recommend approval of qualified benefit plan Trustees to the Board of Directors.

  6. Carry out appropriate fiduciary responsibilities as defined in each qualified plan document, such as strategic asset allocation and the employment of investment advisors.  The Committee may delegate some or all of these duties to an administrative committee so long as they are not inconsistent with the Committee’s overall oversight responsibility. 

VII.      MISCELLANEOUS RESPONSIBILITIES

  1. The Committee shall review and assess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.  The Committee shall also perform an annual evaluation of its own performance, which shall compare the performance of the Committee with the requirements of this Charter. 

  2. The Committee shall perform such other duties and responsibilities, consistent with this Charter, the Company’s By-Laws and governing law as may be assigned to the Committee, from time to time, by the Board of the Company and/or the Chairman of the Board, as designated in plan documents or as the Committee may deem appropriate.
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