Corporate Compensation Committee
The Compensation Committee of the Board of Directors comprises Dr. Teruaki Aoki and Lawrence Mondry. Mr. Mondry is the Chairman of the Compensation Committee.
Charter of the Compensation Committee of the Board of Directors of Micron Technology, Inc.
1. Purpose
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) shall be to:
1.01 Officer Compensation. Assist the Board in discharging its responsibilities with respect to the compensation of the Company’s officers and directors.
2. Membership, Qualifications, and Compensation
2.01 Appointment. Committee members shall be appointed by and serve at the discretion of the Board. The Committee shall consist of at least two members of the Board. Members of the Committee shall meet the criteria of this Section 2 (as well as all other criteria, if any, required by the Securities and Exchange Commission (“SEC”) or New York Stock Exchange (“NYSE”):
2.02 Independence. Each member shall be “independent” as defined in the listing standards of the NYSE in effect from time to time and, to the extent applicable and appropriate, the non-employee director definition of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended;
2.03 Qualification. Each member shall have experience in the judgment of the Board that would be useful in addressing matters designated to the Committee; and
2.04 Committee Compensation. The fees paid to members of the Committee shall be determined by the Board in its sole discretion.
3. Chairmanship
Unless the Board elects the Committee Chairman, the members of the Committee shall designate a Chairman by the majority vote of the full Committee membership.
4. Duties and Responsibilities
In order to carry out the purpose described above, the Committee shall undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.
4.01 CEO Compensation. The Committee shall have direct responsibility to review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of such goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation. In determining the components of the CEO’s compensation, the Committee (and the other independent directors, as the case may be) may consider, without limitation, the Company’s performance, relative shareholder return, the value of similar incentive awards to other CEOs at comparable companies, if any, and past awards to the CEO. For the avoidance of doubt, the Committee (and the other independent directors, as the case may be) are not precluded from approving awards (with or without ratification of the Board) for the CEO and other executive officers as may be required to comply with applicable tax laws (i.e., Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code")). Finally, nothing in this Charter shall preclude the Committee (and the other independent directors, as the case may be) from approving awards (with or without ratification of the Board) for the CEO and other executive officers that do not satisfy the requirements for qualified performance compensation as defined in Section 162(m) of the Code). Nothing in this Charter should be construed as precluding discussion of CEO compensation with the entire Board generally.
4.02 Officer Compensation. The Committee shall, at least annually, review the evaluation process and compensation structure for the Company’s officers and shall, either as a committee or together with the other independent directors (as directed by the Board), approve their respective compensation (including participation in incentive and equity-based plans, any awards or grants thereunder, and any amendments or changes to such plans) taking into account, among other factors, the advice and recommendation of the CEO. Except as may otherwise be delegated by the Board, the Committee shall exercise the Board’s authority with respect to the administration of such plans and the granting of awards to the Company’s officers. Nothing in this Charter should be construed as precluding discussion of non-CEO officer compensation with the entire Board generally.
4.03 Non-Officer Compensation Structure, Plans and Administration. With respect to non-Officer employees, the Committee shall exercise the Board’s authority with respect to the administration of compensation, incentive compensation and equity-based plans, including the amendment thereof, and, except as may otherwise be delegated by the Board, the granting of awards to the Company’s non-officer employees thereunder.
4.04 Reporting. Produce a compensation committee report on executive compensation as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.
4.05 Consultants and Advisors. The Committee shall have authority to obtain advice and assistance from internal or external legal, accounting, financial and compensation experts, including such other consultants or advisors, as deemed appropriate by the Committee, for the purpose of completing its duties hereunder. With respect to the engagement thereof, the Committee shall have authority to retain and terminate such persons, if any, including the authority to approve related fees and terms and conditions of the engagement.
4.06 Reports.
4.06.01 The Committee shall report regularly to the Board the Committee’s activities, evaluations and recommendations, as may be appropriate and as are consistent with this Charter.
4.06.02 The Committee shall report annually to the Company’s shareholders by way of a report in the proxy statement prepared in accordance with the requirements of the rules and regulations of the SEC, including, but not limited to, Item 402(k) of Regulation S-K and Item 8 of Schedule 14A.
4.07 Authority to Delegate to Subcommittee. The Committee shall have authority to delegate any of its responsibilities to a subcommittee or subcommittees as it may deem appropriate in its judgment. The subcommittee(s) shall be subject to this Charter.
5. Meetings
5.01 Meetings. The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in any case at least annually. The Committee may establish its own schedule, which it will provide annually to the Board in advance. The Chairman of the Committee or a majority of the Committee members may call meetings of the Committee. Meetings of the Committee may be held telephonically.
5.02 Meeting Attendance and Invitees. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, officer of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons, other than committee members, it deems appropriate in order to carry out its responsibilities.
6. Minutes
The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board.
7. Voting
Each member of the Committee shall have one vote on any matter requiring action by the Committee. One-third of the members, but no fewer than two members, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members present at any meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members. The Chairman shall be entitled to cast an additional vote to resolve any ties.
8. Performance Evaluation
At least annually, the Committee shall conduct a performance evaluation of the Committee, including a review of this Charter.