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Compensation/Management Development Committee

Compensation / Management Development Committee Charter Quicklinks
Purpose
Committee Membership
Committee Duties and Responsibilities
 

This Charter has been adopted by the Board of Directors (the "Board") of Quaker Chemical Corporation (the "Company") to govern its Compensation/Management Development Committee (the "Committee"), which shall have the authority, responsibilities, and specific powers described below.

PURPOSE

The Committee's purpose is (1) to oversee and review compensation and management development programs throughout the Company, and (2) to discharge the responsibilities of the Board relating to the compensation of the Company's officers, including the Committee's evaluation of, and approval of, or recommendations to the Board with respect to the plans, policies, and programs relating to the compensation of the Company's officers.

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COMMITTEE MEMBERSHIP

The Committee shall consist of the number of members fixed from time to time by the Board, but shall at all times consist of not less than three members. The Committee shall have a chairperson who shall be appointed by the Board. Each member of the Committee shall be a member of the Board who meets the independence requirements of the New York Stock Exchange and, as applicable, the Securities and Exchange Commission.

The members of the Committee shall be appointed by the Board on the recommendation of the Board's Governance Committee. The members of the Committee may be removed by the Board.

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COMMITTEE DUTIES AND RESPONSIBILITIES

The Committee shall have the following duties and responsibilities:

  (1) To review Management's compensation philosophies and policies.
 
  (2) To review and approve annual performance objectives for the Company's Chief Executive Officer, to evaluate the CEO's performance against these objectives, and to make recommendations to the Board of Directors for the CEO's annual salary based on this evaluation.
 
  (3) For all executive officers, other than the CEO, to review performance and approve annual salaries as proposed by the CEO.
 
  (4) To review and approve the design and structure of incentive-based compensation plans and equity-based plans.
 
  (5) For all executive officers, to approve annual incentive and long-term incentive award opportunities and the mix of these awards among cash, restricted stock, and stock options.
 
  (6) To review and recommend to the Board for approval performance criteria for annual and long-term incentive plans.
 
  (7) For all executive officers, to review the determination of annual incentive and long-term incentive awards earned in accordance with the plans. To review and recommend to the Board for approval any discretionary incentive actions.
 
  (8) To administer the Company's Global Annual Incentive Plan and Long-Term Performance Incentive Plan pursuant to the terms of each Plan in accordance with applicable law, regulations and rules.
 
  (9) Regarding any severance arrangements, change-in-control agreements, equity awards, or special or supplemental benefits in relation to an employment agreement, to make recommendations to the Board for the CEO and to approve, as recommended by the CEO, for all other officers.
 
  (10) Review and discuss with Management the Company's disclosures under "Compensation Discussion and Analysis" (the "CD&A"), and based on such review and discussion, make a recommendation to the Board that the CD&A be included in the Company's Annual Report on Form 10-K and, as applicable, the Company's proxy statement.
 
  (11) In consultation with Management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to pursue tax deductibility, and, as and when required, establish performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.
 
  (12) To review retirement and other benefit programs and to provide approvals or make recommendations to the Board as required by the plans.
 
  (13) To assure an annual management succession review by Management with the Board.
 
  (14) To review annually the Company's management and organizational development programs including workforce composition and hiring and recruiting activity, as well as diversity and inclusion..
 

The Committee shall meet as required, but not less than twice a year, and shall make reports of those meetings to the Board.

The Committee shall have the sole authority, at the Company’s expense, to engage compensation consultants and to obtain advice and assistance from internal or external legal, accounting or other advisers, as the Committee deems advisable. In any such engagement, the Committee shall consider factors that could affect the independence or represent a conflict of interest on the part of any compensation consultant, independent legal counsel, or other adviser the Committee may retain and report thereon to the Board as required by Securities Exchange Commission rules and New York Stock Exchange listing standards.

The Committee shall review and reassess the adequacy of this Charter annually, and upon the completion of each such review, recommend any proposed changes to the Board for approval.

The Committee shall annually evaluate its own performance and report to the Governance Committee the conclusions of the Committee resulting from such review.

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WEB SITE

This Charter shall be posted on the Company's Web site, and Quaker's annual report on Form 10-K shall state that a copy of this Charter is available on Quaker's Web site or in writing and that a copy of the same is also available to any shareholder who requests it.

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Revised January 2015
Reviewed January 2017

 

Donald R. Caldwell William H. Osborne Robert H. Rock Jeffry D. Frisby
  • Member
  • Chair
  • Financial Expert
  • Independent Director