|WALTER INVESTMENT MANAGEMENT CORP.|
BOARD OF DIRECTORS
COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER
Amended and Restated June 28, 2013
The purpose of the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of Walter Investment Management Corp. (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 proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”); and to prepare the Compensation Committee Report as required by the rules of the SEC.
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 recommend to the Board on an annual basis the 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 these established goals and objectives, and amend, or recommend that the Board amend these goals and objectives if the Committee deems it appropriate; and based upon these evaluations shall recommend to the Board the CEO’s annual compensation, including salary, bonus, and equity and non-equity incentive compensation.
- Review and approve on an annual basis the evaluation process and compensation structure for the Company’s 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 to recommend to 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 who are expected to be designated as Named Executive Officers (“NEO”) in the Company’s proxy statement for the current year.
- Review and approve any severance or termination arrangements to be made with the CEO or any Designated Key Executives.
- Review the Company’s equity incentive compensation and other stock based plans and recommend changes in such plans to the Board as needed. The Committee shall have, and shall exercise the authority of the Board with respect to, the administration of such plans and certification of executive performance 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.
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 and other employee benefit plans in light of the goals and objectives of these plans, and recommend that the Board amend these plans if the Committee deems it appropriate.
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 and any applicable state and federal laws as they may change from time to time. Additionally, no director may serve unless he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code. 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, with any subcommittee so designated to be comprised of members, each of whom is “independent” in accordance with the rules of the NYSE and applicable state and federal law.
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 experts for this purpose, including the authority to approve the fees payable to such counsel, consultants or experts 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, but only after taking into consideration all factors relevant to that person's independence from management, including the following:
The Committee shall undergo the foregoing independence evaluation with respect to each of its advisors on at least an annual basis.
- The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
- The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
- The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
- Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
- Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
- Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.
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 CEO may not be present during voting and deliberations on the CEO’s compensation.
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 Corporation 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 Corporation. 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 Corporation’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 Corporation 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 if not complied with.