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Corporate Governance - Committee

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Composition
Authority and Responsibilities
Procedures

Staples, Inc.
Board of Directors

Compensation Committee Charter

As approved by the Board of Directors on November 30, 2000. Updated and approved
by the Board of Directors on December 9, 2003, March 2, 2004, December 12, 2006,
December 9, 2008, December 7, 2010, December 4, 2012, December 3, 2013,December 2, 2014 and December 1, 2015.

The Board of Directors (the “Board”) of Staples, Inc. (the “Company”) has established a Compensation Committee of the Board (the “Committee”) with the authority, responsibilities and specific duties described below.

Composition

Except as otherwise permitted by the applicable national securities exchange rules, the Committee shall be composed of at least two, but not more than five, members of the Board, one of whom shall serve as chairperson. Except as otherwise permitted by the applicable national securities exchange rules, each member of the Committee shall be an “Independent Director” (as that term is defined by the applicable national securities exchange rules). In addition, in affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board shall consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of the director, including any director, consulting, advisory or other compensatory fee paid by the Company to the director; and (ii) whether the director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company. The Committee and its chairperson shall be nominated and elected by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. The Board may remove members of the Committee with or without cause.

Authority and Responsibilities

General

The Committee is responsible for recommending to the Board the compensation philosophy and policies of the Company for senior management. The objectives of the senior management compensation program are to align compensation with business objectives, individual performance, and the interests of the Company’s stockholders; 2 motivate and reward high levels of performance; recognize and reward the achievement of Company and/or business unit goals; and enable the Company to attract, retain, and reward members of senior management who contribute to the long term success of the Company.

Specific

1) Executive Officer Compensation. The Committee shall review and approve, or recommend for approval by the Board, executive officer (including the Company’s Chief Executive Officer (the “CEO”)) compensation, including salary, bonus and incentive compensation levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of executive officer compensation. The Committee shall meet without the presence of executive officers when approving or deliberating on CEO compensation but may, in its or their discretion, invite the CEO to be present during the approval of, or deliberations with respect to, other executive officer compensation.

2) Employee Benefit Plans. The Committee shall review and approve, or recommend for approval by the Board as the Committee deems appropriate or if required by law, regulation, applicable national securities exchange rules or if stockholder approval is sought, the design of employee benefit plans and any employee stock purchase plan, other than incentive compensation plans (which are addressed in the paragraph below), and will oversee the administration of all such employee benefit plans for which an alternative administrative structure is not established by the governing plan document (it being the intention that the Committee shall not have responsibility for the administrative and other fiduciary functions associated with the Company’s ERISA-governed broad-based benefit plans). The Committee may delegate its authority and responsibility with respect to the employee benefit plans as it deems appropriate, subject to applicable law and compliance with applicable national securities exchange rules.

3) Incentive Plans. The Committee shall review and approve or recommend for approval by the Board as the deems appropriate or if required by law, regulation, applicable national securities exchange rules or if stockholder approval is sought, the design of all of the Company’s equity-based compensation plans (other than any employee stock purchase plan, which is addressed in the paragraph above), as well as any cash incentive plans in which officers participate, and will oversee the administration of all such equity-based and cash incentive plans for which an alternative administrative structure is not established by the governing plan document. The Committee shall exercise all rights, authority and functions of the Board under such plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder. To the extent permitted by applicable law and the provisions of a given equity- 3 based plan, and consistent with the requirements of applicable law and such equity-based plan, the Committee may delegate to one or more executive officers of the Company the power to grant options or other stock awards pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company who are not directors or executive officers of the Company. The Committee, or a majority of the independent directors of the Board, shall approve any inducement awards granted in reliance on the exemption from shareholder approval contained in NASDAQ Rule 5635(c)(4) or similar rule of any other applicable national securities exchange.

4) Director Compensation. The Committee shall periodically review and make recommendations to the Board with respect to director compensation.

5) Review and Discussion of Compensation Discussion and Analysis; Recommendation to Board. The Committee shall review and discuss annually with management the Company’s “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K (the “CD&A”). The Committee shall consider annually whether it will recommend to the Board that the CD&A be included in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C.

6 ) Compensation Committee Report on Executive Compensation. The Committee shall prepare for inclusion where necessary the Compensation Committee Report required by applicable rules under the Securities Exchange Act of 1934, as amended.

7) Oversight of Compensation Risk Management. The Committee shall be responsible for the oversight of risks associated with the Company’s compensation policies and practices. In accordance with Item 402(s) of Regulation S-K, the Committee shall annually review whether such policies and practices are reasonably likely to have a material adverse effect on the Company.

8) Compensation Recoupment Policy Administration. The Committee shall administer the Company’s Compensation Recoupment Policy.

9 )Additional Powers. The Committee shall have such other duties as may be delegated from time to time by the Board.

Procedures

1) Meetings.The Committee shall meet as often as it deems necessary in order to perform its responsibilities but in no event less than three times each fiscal year. The Committee shall keep such records of its meetings as it shall deem appropriate.

2) Subcommittees. The Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances.

3) Reports to the Board. The Committee shall report regularly to the Board.

4) Charter. At least annually, the Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

5) Appointment, Oversight and Compensation of Consultants, Counsel and Advisors. The Committee shall have the authority, in its sole discretion, to engage, or obtain advice from, such compensation consultants, legal counsel and other advisors as it deems necessary or appropriate to carry out its responsibilities. In selecting, or obtaining advice from, such consultants, counsel and advisors, the Committee shall first take into consideration the factors affecting independence that are specified in applicable SEC and national securities exchange rules. The Committee shall not engage compensation consultants who serve as the regular compensation consultants to the Company. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of the consultants, counsel and advisors that it engages. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such consultants, counsel and advisors as established by the Committee.

6) Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.

7) Action. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members.

8) Annual Self-Evaluation. At least annually, the committee shall evaluate its own performance.



Committee Members
Committee MemberCarol Meyrowitz
ChairpersonPaul F. Walsh
Committee MemberDeborah A. Henretta
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