ACXIOM CORPORATION COMPENSATION COMMITTEE CHARTER
Purpose
This charter (“Charter”) governs the operations of the Compensation Committee (the "Committee") of the Board of Directors (the “Board”) of Acxiom Corporation (the "Company"). The Committee shall provide assistance to the Board of Directors in fulfilling its oversight responsibility related to the compensation of senior executives of the Company and its oversight of stock-based plans.
Organization
The Committee shall be comprised of at least three directors. All members of the Committee shall meet the independence requirements of and satisfy any other criteria imposed on members of the Committee pursuant to the federal securities laws and the rules and regulations of the Securities and Exchange Commission (“SEC”) and The NASDAQ Stock Market (“NASDAQ”).
The Committee shall be subject to the provisions of the Company’s Bylaws relating to committees of the Board, including those provisions relating to removing committee members and filling vacancies. The Committee may form and delegate authority to subcommittees when appropriate.
Responsibilities
The members of the Committee shall exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging its appointment from the Board, the Committee will:
- Annually review and make a recommendation to the full Board regarding the CEO’s goals and objectives.
- With respect to any compensation not intended to comply with Section 162(m) of the Internal Revenue Code, as amended from time to time (“Section 162(m)”), annually make a recommendation to the full Board regarding the CEO’s compensation.
- With respect to any compensation intended to comply with Section 162(m), in consultation with the Board (excluding the CEO if a member of the Board), annually establish this portion of the CEO’s compensation, it being understood that any compensation intended to comply with Section 162(m) shall be determined exclusively by the Compensation Committee.
- In determining the recommended long-term incentive component of the CEO’s compensation, consider objective criteria, including but not limited to the Company’s performance and relative shareholder return, the value of incentive awards made to CEOs at comparable companies, and the awards given to the CEO in past years.
- Annually review and approve the compensation of the Company’s executive officers (i.e., those officers required to file reports pursuant to Section 16 of the Securities Exchange Act) of the Company, including their incentive compensation plans and equity-based compensation plans.
- Periodically review the Company’s compensation policies and programs for all employees, and consider whether the policies and programs are philosophically aligned with the executive officers’ compensation policies and programs.
- Oversee management’s periodic review and assessment of any risks arising from the Company’s compensation policies and programs (i.e., whether compensation of the Company’s employees encourages unnecessary or excessive risk-taking, and whether such risks, if any, are reasonably likely to have a material adverse effect upon the Company).
- Periodically review and evaluate the competitiveness and appropriateness of the Company’s change of control, severance, retirement, deferred compensation programs, senior leadership benefits and perquisites.
- Annually review and discuss with senior management the Compensation Discussion & Analysis to be included in the Company’s proxy statement or annual report on Form 10-K as required by the SEC.
- Annually review the Compensation Committee Report in the Company’s proxy statement or annual report on Form 10-K as required by the SEC.
- Undertake all further actions and discharge all further responsibilities imposed upon the Committee from time to time by the Board, the federal securities laws, and the rules and regulations of the SEC and NASDAQ.
The Committee will annually review and assess the adequacy of this Charter and will recommend any proposed changes to the Board for approval.
The Committee will annually review its own performance.
In carrying out its responsibilities, the Committee may draw upon the expertise of management and the corporate staff and, when appropriate, may hire outside legal, accounting or other experts or advisors to assist the Committee with its work. In particular, the Committee shall have the authority to retain compensation consultants to be used to assist in the evaluation of director and management compensation and to approve the consultants’ fees and other retention terms. The retention of consultants, experts and advisors, and any related public disclosures thereof, shall be made in accordance with the federal securities laws and the rules and regulations of the SEC and NASDAQ.
Meetings
The Committee will meet at least once a year or on a more frequent basis as necessary to carry out its responsibilities. The chairperson (or acting chair) may direct appropriate members of management and staff to prepare agendas and related background information for each Committee meeting. Any background materials, together with the agenda, will be distributed to the Committee members in advance of the meeting. Following each Committee meeting, a report of the Committee’s activities and its recommendations shall be presented at the next regularly scheduled meeting of the Board.