Charter of the Compensation Committee of the Board of Directors of Con-way Inc.
I. PURPOSE OF THE COMMITTEE
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Con-way Inc. (the “Corporation”) is (i) to align the Corporation’s rewards strategy with its business objectives to provide increased stockholder value, support a culture of strong performance and attract, retain and motivate highly talented executive officers, (ii) to oversee the Corporation’s tax-qualified and other non-executive benefit plans, and (iii) to produce a Committee report on executive compensation as required by the Securities and Exchange Commission (“SEC”) to be included in the Corporation’s annual proxy statement or annual report on Form 10-K filed with the SEC.
The Committee’s purpose does not extend to the exercise of any fiduciary responsibility with respect to the tax-qualified retirement plans and non-executive welfare benefit plans of the Corporation, such responsibility having been assigned by the Board to a committee of the Corporation’s senior management.
II. COMPOSITION OF THE COMMITTEE
The Committee shall consist of three or more directors, as determined from time to time by the Board based upon recommendations of the Governance and Nominating Committee. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the New York Stock Exchange (the “NYSE”), and any additional requirements that the Board deems appropriate. Members of the Committee shall also qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall satisfy any other necessary standards of independence under the federal securities and tax laws. No Committee member shall receive any compensation from the Corporation or any of its subsidiaries, other than compensation permitted to be paid to independent compensation committee members under applicable law, regulations and NYSE requirements.
The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.
Members of the Committee shall be appointed by majority vote of the Board, based upon recommendations of the Governance and Nominating Committee. No member of the Committee shall be removed except by majority vote of the Board.
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as the Committee deems necessary.
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.
A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may act by unanimous written consent of all of its members in lieu of a meeting.
The Committee shall keep a record of its actions and proceedings which shall be maintained with the books and records of the Corporation. The Committee shall report regularly to the Board on its activities and make recommendations to the Board as it deems necessary or appropriate.
IV. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
The Committee shall have the following duties and responsibilities as well as any other duties and responsibilities as may be assigned to the Committee from time to time by the Board:
(a) To review periodically the Corporation’s goals, objectives and policies regarding executive compensation and, if the Committee deems it appropriate, recommend that the Board amend these goals, objectives and policies.
(b) To review periodically the Corporation’s executive compensation plans in light of the Corporation’s goals, objectives and policies regarding executive compensation, and, if the Committee deems it appropriate, amend the existing executive compensation plans, adopt new executive compensation plans or, in the case of any amendment or new executive compensation plan requiring Board approval under applicable law or the terms of the NYSE Listed Company Manual, recommend to the Board the approval of such amendment or plan.
(c) To review and approve corporate goals and objectives relevant to the compensation of the Corporation’s Chief Executive Officer, and to evaluate the performance of the Chief Executive Officer 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 Chief Executive Officer’s compensation level based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee shall consider all relevant factors, including the Corporation’s performance and relative stockholder return, the value of similar awards to chief executive officers of comparable companies, and the awards given to the Chief Executive Officer in past years.
(d) To review and approve the compensation of the Corporation’s executive officers (as defined in Section 303A of the NYSE Listed Company Manual) other than the Chief Executive Officer and of such other officers of the Corporation as the Committee deems appropriate.
(e) To act as the Committee administering the Corporation’s equity-based and other incentive compensation plans and to grant stock options, restricted stock and other awards under the Corporation’s equity-based and incentive compensation plans for executive officers.
(f) To review and approve the performance goals for all performance-based awards to executive officers, review and certify the results and approve the payments required upon attainment of the goals.
(g) To review periodically and, in its discretion, to revise the perquisites or other personal benefits made available to the Corporation’s executive officers.
(h) To approve the compensation peer group used to develop benchmark data.
(i) To periodically review and monitor compliance with the Corporation’s stock ownership guidelines for executive officers.
(j) To approve any compensation “clawback” policy or provision.
(k) To review and evaluate any stockholder vote results relating to a proposal that seeks the approval of the Corporation’s executive compensation.
(l) To exercise all powers and authorities of the Board regarding compensation and severance agreements with any executive officers, and oversee management’s administration of these agreements.
(m) To review and discuss the Compensation Discussion and Analysis with management and produce a Committee report on executive compensation as required by the SEC to be included in the Corporation’s annual proxy statement or annual report on Form 10-K filed with the SEC.
(n) To review periodically the Corporation’s tax-qualified and other non-executive benefit plans in light of the goals and objectives of these plans, and, if the Committee deems it appropriate, amend these plans or, in the case of any adoption or termination of a tax-qualified or other non-executive benefit plan requiring Board approval under applicable law or the terms of the NYSE Listed Company Manual, recommend to the Board the approval of such adoption or termination.
(o) To select and retain independent compensation consultants to assist in the evaluation of the executive officers’ compensation and benefits and periodically assess the independence of such consultants.
(p) To perform such duties and responsibilities as may be assigned to the Committee under the terms of any compensation or other employee benefit plan.
V. EVALUATION OF THE COMMITTEE
The Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate.
The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Corporation’s or the Board’s policies or procedures. Any such recommended amendments and changes shall also be communicated to the Governance and Nominating Committee.
VI. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Corporation’s expense, such independent legal counsel or other consultants or advisers as it deems necessary. The Committee shall have the sole authority to retain, at the Corporation’s expense, and terminate any compensation consultant to assist the Committee in carrying out its responsibilities, including the sole authority to approve the consultant’s fees and other retention terms. The Corporation shall provide appropriate funding for the reasonable compensation of any such legal counsel, compensation consultant or other consultant or adviser as determined by the Committee.
VII. DELEGATION OF DUTIES AND RESPONSIBILITIES
In addition to the delegation of authority to subcommittees as described above, the Committee may delegate to one or more agents (which may include officers or employees of the Corporation or third party agents) such power and authority as it may deem advisable, to the extent permitted both under applicable law and under the terms of the NYSE Listed Company Manual. Any such delegation of power and authority shall be memorialized in resolutions adopted by the Committee (or in minutes of meetings of the Committee) and reported to the Board.
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While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, liability for members of the Committee.
