|Seth L. Bartlett, Lead Independent Director|
|Daniel G. Beltzman|
|Thomas G. Miglis|
|DITECH HOLDING CORPORATION|
BOARD OF DIRECTORS
COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER
Amended and Restated February 22, 2016
The purpose of the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of Ditech Holding Corporation (the “Company”) shall be to assist the Board in carrying out its oversight responsibility relating to the Company’s compensation and employee benefit plans and practices, including director and executive compensation plans, incentive compensation and equity based plans; to review and discuss with management the Company’s compensation discussion and analysis (“CD&A”) to be included in the Company’s annual meeting proxy statement and annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”); to prepare the Compensation Committee Report as required by the rules of the SEC; and to generally supervise the executive compensation principles governing the Company.
In furtherance of this purpose, the Committee shall have the following authority and responsibilities:
Executive and Director Compensation
Incentive Compensation and Equity-Based Plans
- Review and approve on an annual basis corporate goals and objectives with respect to compensation for the chief executive officer (“CEO”). The Committee shall evaluate at least once a year the CEO’s performance in light of such goals and objectives, and amend such goals and objectives if the Committee deems it appropriate; and based upon these evaluations shall, either as a Committee or together with the other members of the Board that have been determined to be “independent” under the applicable rules of the New York Stock Exchange (the “NYSE”), as directed by the Board, determine and approve the CEO’s annual compensation, including salary, bonus, and equity and non-equity incentive compensation.
- In determining the long-term incentive component of CEO compensation, the Committee should consider (among other factors) the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company's CEO in past years.
- On an annual basis, review and approve, or make recommendations to the appropriate members of the Board with respect to, the evaluation process and compensation structure for the Designated Key Executives. The Committee shall evaluate at least once a year the performance of the Designated Key Executives against pre-established performance goals and objectives, and amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate; and approve, or recommend to the appropriate members of the Board, the annual compensation, including salary, bonus, and equity and non-equity incentive compensation for such Designated Key Executives, after taking into consideration the initial recommendations of the CEO. Designated Key Executives shall consist of those executives (other than the CEO) who are reporting officers subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
- Review and approve any severance, change-in-control or termination arrangements to be entered into with the CEO or any Designated Key Executive.
- Review the Company’s incentive compensation and equity based plans and approve, or recommend to the Board, modifications and changes in such plans if the Committee deems it appropriate. The Committee shall have and shall exercise the authority of the Board with respect to the administration of such plans, including, without limitation, granting awards, establishing and certifying achievement of performance goals and making all other determinations under such plans.
- Review at least annually the goals and objectives of the Company’s incentive compensation and equity based plans, and amend, or recommend that the Board amend these goals and objectives if the Committee deems it appropriate.
- Review incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking, and review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and senior executive compensation and determine whether any such policies and practices of the Company are reasonably likely to have a material adverse effect on the Company.
Structure and Operations
- Review and recommend to the Board compensation of non-employee directors.
- Review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”), recommend to the Board that the CD&A be included in the Company’s annual report and proxy statement, and prepare the Compensation Committee Report as required by the rules of the SEC.
- Review at least annually the Company’s general compensation plans in light of the goals and objectives of these plans, and amend, or recommend that the Board amend, these plans if the Committee deems it appropriate upon advice of compensation consultants and other experts. Approve the delegation of authority to appropriate officers of the Company to administer such compensation plans. In this regard, the Committee’s role is solely one of oversight and, except as the Committee otherwise expressly determines or applicable law otherwise expressly requires, the Committee shall not act as a fiduciary with respect to any benefit plans or programs under ERISA or otherwise.
- Review at least annually any compensation consultant who has performed services for the Committee to determine whether the provision of such services has given rise to an actual conflict of interest taking into account such factors as required by the SEC and applicable law and such other factors as the Committee determines are relevant.
- Review and approve the implementation or revision of any clawback policy allowing the Corporation to recoup compensation paid to executive officers and other employees.
- Approve or make recommendations to the Board with respect to the adoption or modification of policies regarding the pledging or hedging of Company securities and monitor compliance with respect to any adopted policy on pledging and hedging.
- Recommend to the Board for approval the frequency with which the Company will include in its proxy and information statement a management proposal permitting stockholders to
have an advisory vote on executive compensation (“Say on Pay”). This review should take into account the most recent stockholder advisory vote on the frequency of Say on Pay resolutions at the Company.
- Review and recommend to the Board whether and how the Company should respond to Say
on Pay vote outcomes.
1. Qualifications - The Committee shall be comprised of a minimum of three members of the Board of Directors, each of whom is determined by the Board of Directors to be “independent” in accordance with the rules of the NYSE. Additionally, all members of the Committee shall have a basic understanding of the components of executive compensation and the role of each component as part of a comprehensive program linking compensation to corporate and individual performance in support of corporate objectives.
2. Appointment and Removal - The members of the Committee shall be appointed by the Board of Directors and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.
3. Chairman - Unless a Chairman is designated by the full Board of Directors, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman will chair all regular sessions of the Committee and set the agendas for the Committee meetings.
4. Delegation of Sub-Committees - The Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, including without limitation a subcommittee consisting solely of members of the Committee who are (i) “Non-employee Directors” within the meaning of Rule 16b-3 under the Exchange Act and (ii) “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.
5. Retention of Consultants - The Committee, in discharging its responsibilities, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain and to terminate outside counsel or other consultants or other advisers for this purpose, including the authority to approve reasonable fees payable to such counsel, consultants or other advisers and any other terms of retention, such fees to be borne by the Company. The Committee may select a compensation consultant, legal counsel or other adviser to the Committee as provided by the NYSE. The Committee shall assess the independence of outside legal counsel, consultants and other advisors (whether retained by the Committee or management) that provide advice to the Committee, prior to selecting or receiving advice from them, in accordance with the requirements of the NYSE listing standards, including consideration of the independence factors under applicable NYSE listing standards and any other factors deemed relevant by the Committee.
1. Timing of Meetings - The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Chairman of the Board or any member of the Committee may call meetings of the Committee. Meetings of the Committee may be held telephonically.
2. Participation at Meetings - 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, management of the Company, and/or such other persons as it deems appropriate in order to carry out its function; provided, however, that the Committee shall meet in executive session from time to time, as the Committee determines is appropriate, including when the Committee is deliberating and voting on matters pertaining to the CEO’s compensation; the CEO may not be present at such times.
3. Records and Reporting - The Committee shall maintain minutes or other records of meetings and activities of the Committee and report regularly to the Board (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities, (iii) with respect to such recommendations as the Committee may deem appropriate, or (iv) any other significant actions or activities of the Committee. The report to the Board of Directors may take the form of an oral report by the Chairman or any member of the Committee designated by the Committee to make such report.
Annual Performance Evaluation
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including a review of the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
Limitations Inherent in the Committee’s Role
While the Committee has the duties and responsibilities set forth in this Charter, the Committee is not responsible for ensuring that the Company complies with any or all laws and regulations. In fulfilling their responsibilities hereunder, it is recognized that the members of the Committee are not full-time employees of the Company. As a result, it is not the duty or responsibility of the Committee or its members to make any independent study or evaluation into the conduct of the Company’s business; and each member of the Committee shall be entitled to rely upon (i) the integrity of those persons and organizations within and outside the Company from which he or she receives information, and (ii) the accuracy of all reports, studies, statements and advice provided to the Committee by management or third parties absent any actual knowledge to the contrary (which shall be reported to the Board). This Charter is not intended to, and does not create any legal or fiduciary duties or responsibilities or form the basis for a breach of fiduciary duty or potential liability or otherwise enlarge the potential liability of the members of the Committee in any way.