Compensation and Human Resources
The purpose of this Charter is to set forth the composition, authority and responsibilities of the Compensation and Human Resources Committee (the "Committee") of the Board of Directors of CA, Inc. (the "Company").
The members of the Committee are designated by the Board, on the recommendation of the Corporate Governance Committee of the Board, in accordance with the Company's By-laws and serve at the discretion of the Board. The Board appoints one member of the Committee as Chair of the Committee. In the event of a tie vote on any issue, the Chair's vote shall decide the issue.
All members of the Committee must meet the independence requirements of The NASDAQ Stock Market, Inc. In addition, each member must qualify as an "outside director" of the Company, as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, and as a "non-employee director" of the Company, as that term is defined in Securities and Exchange Commission Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or in any successor provision to either of the foregoing.
General. The general purpose of the Committee is to assist the Board in fulfilling its responsibilities, with respect to executive compensation and human resources matters. Without limiting the foregoing, the Committee has the following specific authorities and responsibilities:
- The Committee is directly responsible for: (a) reviewing and approving corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer; (b) evaluating, in coordination with the Corporate Governance Committee the Chief Executive Officer's performance in light of those goals and objectives; and (c) determining and approving the CEO's compensation, including determinations regarding equity-based and other incentive compensation awards, based upon such evaluation.
- The Committee oversees the evaluation of executive officers other than the Chief Executive Officer in connection with its oversight of senior management development and succession planning pursuant to paragraph 7 below, and otherwise determines the compensation of all executive officers (other than the Chief Executive Officer) and such other senior officers as the Committee deems appropriate, including determinations regarding equity-based and other incentive compensation awards.
- Subject to the foregoing, the Committee determines and approves the terms and conditions of the employment of executive officers of the Company, by contract or otherwise, including any severance or similar termination payments.
- The Committee (a) reviews and recommends that the Board approve all executive compensation plans and programs applicable to executive officers (but not plans or programs in which substantially all salaried employees of the Company participate on substantially the same basis, other than the tax qualified retirement plans for which Board approval may be sought); (b) considers the Company’s most recent Say on Pay Vote and shareholder proposals concerning executive compensation plans and programs, (c) administers such plans and programs in accordance with and subject to their terms; (d) monitors and reviews such plans and programs to determine, among other things, whether they are achieving their intended purposes and (e) recommends modifications to such plans and programs.
- The Committee approves issuances under, or any material amendment of, any tax qualified, non-discriminatory employee benefit plan or parallel nonqualified plan pursuant to which a director, officer, employee or consultant will acquire stock or options.1
- The Committee approves issuances under, or any material amendment of, any stock option or other similar plan pursuant to which a person not previously an employee or director of the Company, as an inducement material to the individual's entering into employment with the Company, will acquire stock or options.2
- In coordination with the Corporate Governance Committee, the Committee oversees on an annual basis development and succession planning regarding such members of senior management as the Committee deems appropriate.
- The Committee is responsible for the administration of any plans or programs providing for the compensation of non-employee directors, but only to the extent that any such plan or program provides that the Committee is so responsible. The Committee may, at the request of the Corporate Governance Committee, act jointly with such Committee to retain and terminate any compensation consultant to assist in the evaluation of non-employee director compensation, including approving the fees and other terms on which any such consultant is retained.
- The Committee reviews with management the Compensation Discussion and Analysis required by the Securities and Exchange Commission rules and, based on that review and discussions, recommends to the Board whether the Compensation Discussion and Analysis should be included in the Company's Annual Report on Form 10-K or proxy statement.
- The Committee reviews the Company's compensation policies and practices for its employees to determine whether those policies and practices are reasonably likely to have a material adverse effect on the Company.
Consultation with Other Independent Directors. In carrying out its responsibilities, the Committee may consult with other independent members of the Board, so that its recommendations and actions reflect, to the extent appropriate, the collective views of the Committee and the independent members of the Board.
Further, it is understood that the Committee will generally report and consult with the other independent members of the Board with respect to the compensation of the Company's Chief Executive Officer before a final determination is made by the Committee. Following the Committee's determination with respect to such compensation, the Committee may seek ratification from the other independent members of the Board, as the Committee deems appropriate.
Proxy Statement Report on Executive Compensation. The Committee produces the report of a board compensation committee required by Securities and Exchange Commission rules to be included in the Company's proxy statements.
The Committee may delegate authority to one or more members or subcommittees when deemed appropriate, provided that the actions of any such members or subcommittees must be reported to the full Committee no later than at its next scheduled meeting.
The Committee has the authority, in its sole discretion, to retain or obtain the advice of or terminate a compensation consultant legal counsel or other adviser. The Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the Committee. The Company will provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any compensation consultant, legal counsel or other adviser and for payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser (other than in-house legal counsel), only after considering the factors specified by applicable NASDAQ Listing Rule 5605(d)(3), which relate to the independence of such compensation consultant, legal counsel or other adviser.
The Committee meets as often as it deems necessary. The Committee meets periodically, but at least twice per year, in executive sessions, with or without such officers or other employees of the Company, counsel to the Company, counsel or other advisors to the Committee, or other parties, as the Committee may determine. Meeting agendas will be prepared and provided in advance to the Committee Chair. Briefing materials will be provided to the Committee in advance of the meetings. The Chief Executive Officer may not be present during any voting or deliberations of the Committee regarding the Chief Executive Officer's compensation. 4
The Committee will make regular reports to the Board regarding the Committee's activities, but not less than once a year. Minutes of the meetings and other actions of the Committee will be prepared and submitted for approval by the Committee and will be furnished to the Board at regular intervals.
The Committee will conduct an annual self-assessment of its performance with respect to its purposes and the authority and responsibilities set forth in this Charter. The results of the self-assessment will be reported to the Board.
This Charter is subject to review and approval by the Board. The Committee will review this Charter annually and adopt any changes deemed appropriate, subject to approval by the Board.
Effective as of: February 2, 2017
Rich Sulpizio served as President and Chief Executive Officer of Qualcomm Enterprise Services, a division of Qualcomm Incorporated responsible for mobile communications and services to the transportation industry, from December 2009 to February 2013. Mr. Sulpizio first joined Qualcomm in 1991 and retired in July 2001 as President and Chief Operating Officer. After his retirement, Mr. Sulpizio returned to Qualcomm to serve in several successive high-level executive positions including President of Qualcomm China, President of Qualcomm Europe and President and Chief Executive Officer of MediaFLO, USA, Inc., a Qualcomm subsidiary involved in bringing multimedia services to the wireless industry. Mr. Sulpizio served as a director of Qualcomm from 2000 until 2007.
Before joining Qualcomm, Mr. Sulpizio worked at Unisys Corporation, a worldwide information technology company and Fluor Corporation, an engineering and construction company. He has served as a director of ResMed, Inc., a global developer, manufacturer, and marketer of medical products, since 2005. Mr. Sulpizio also currently serves on the advisory board of the University of California San Diego's Sulpizio Family Cardiovascular Center.
Kay Koplovitz has been Chairman and Chief Executive Officer of Koplovitz & Co. LLC, a media and investment firm, since 1998. In addition, Ms. Koplovitz is a founder of USA Network, an international cable television programming company, and served as its Chairman and Chief Executive Officer from 1977 to 1998. Ms. Koplovitz launched the Sci-Fi Channel (currently Syfy) in 1992. In 2001, Ms. Koplovitz co-founded Boldcap Ventures, a venture capital fund focused on investing in early to mid-stage companies, primarily in the healthcare and technology sectors, of which she is a governing board member.
Ms. Koplovitz serves on the boards of Time Inc., a media and publishing company, and Ion Media Networks, Inc., a privately held television and media company. She also serves on the boards of a number of not-for-profit organizations, including the Paley Center for Media, Springboard Enterprises and the International Tennis Hall of Fame. Ms. Koplovitz is also a member of the Board of Visitors, College of Letters and Science at the University of Wisconsin-Madison. She was a director of Kate Spade & Company (formerly Fifth & Pacific Companies, Inc. and Liz Claiborne, Inc.), a designer and marketer of fashion apparel and accessories, from 1992 to 2015, and was non-executive Chairman of the Board from 2007 to 2013.
Christopher B. Lofgren has been President, Chief Executive Officer and a director of Schneider National, Inc., a provider of transportation and logistics services, since 2002. He served as Chief Operating Officer of Schneider National from 2001 to 2002, Chief Executive Officer of Schneider Logistics, a subsidiary of Schneider National, from 2000 to 2001, Chief Information Officer of Schneider National from 1996 to 2000, and Vice President, Engineering and Systems Development of Schneider National from 1994 to 1996. Prior to joining Schneider National, Mr. Lofgren held several positions at Symantec Corporation, a security, storage and systems management solutions company, and Motorola, Inc., a telecommunications company.
In addition, Mr. Lofgren currently serves on the Board of Directors of the U.S. Chamber of Commerce and the American Transportation Research Institute, a research trust affiliated with the American Trucking Associations. He also serves on the Advisory Board of the Georgia Institute of Technology.
Mr. Lofgren holds a bachelors and masters degree in industrial and management engineering from Montana State University and a Ph.D. in industrial and systems engineering from the Georgia Institute of Technology. In 2009, Mr. Lofgren was inducted into the National Academy of Engineering.
Laura S. Unger served as a special advisor to Promontory Financial Group, a global consulting firm for financial services companies, from 2010 to 2014. She served as the Independent Consultant to JPMorgan Chase & Co., a global securities, investment banking and retail banking firm, for the global analyst conflict settlement from 2003 to 2010. From 2002 to 2003, Ms. Unger was employed by CNBC, a satellite and cable television business news channel, as a Regulatory Expert. Ms. Unger was a Commissioner of the SEC from 1997 to 2002, and served as Acting Chairperson of the SEC from February to August 2001. Ms. Unger served as counsel to the U.S. Senate Committee on Banking, Housing and Urban Affairs from 1990 to 1997. Prior to working on Capitol Hill, Ms. Unger was an attorney with the Enforcement Division of the SEC.
In addition, Ms. Unger has served as a director of CIT Group, Inc., a provider of financing to small businesses and middle market companies, since 2010, where she has served as chairman of its nominating and governance committee and member of its audit committee. She has served as a director and member of the audit committee and nominations and governance committee of Navient Corporation, which operates the loan management, servicing and asset recovery business that was previously operated by Sallie Mae, since 2014. Ms. Unger has served as a director of Nomura Securities International, Inc. and Nomura Global Financial Products, Inc., privately held U.S. subsidiaries of Nomura Holdings, Inc., a Japanese financial services provider, since 2015. She also serves as a director of Children’s National Medical Center Foundation.
Ron Zambonini was Chairman of the Board of Cognos Incorporated, a developer of business intelligence software, from 2004 until 2008, and a director from 1994 until 2008. Mr. Zambonini was Chief Executive Officer of Cognos from 1995 to 2004, President from 1993 to 2002 and Senior Vice President, Research and Development from 1990 to 1993. Prior to joining Cognos, Mr. Zambonini served as Vice President, Research and Development of Cullinet Software, Inc., a software developer, from 1987 to 1989.
In addition, Mr. Zambonini has served as a director of PTC, Inc., a company that develops, markets and supports product development software solutions and related services, since May 2011.
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