• ACXIOM CORPORATION TECHNOLOGY & INNOVATION COMMITTEE CHARTER

    Purpose

    This charter ("Charter") governs the operations of the Technology & Innovation Committee ("Committee") of the Board of Directors (the “Board”) of Acxiom Corporation (the "Company"). The Committee has been appointed by the Board of Directors to oversee and provide counsel to the Board and management on matters of innovation, technology, strategy and M&A.

    Organization

    The Committee shall be comprised of at least three directors, the majority of whom shall be independent.

    The Committee shall be subject to the provisions of the Company’s Bylaws relating to committees of the Board of Directors, 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:

    1. Evaluate proposals for technology and innovation investment, providing counsel and advice to management and the Board of Directors.
    2. Evaluate management proposals for strategic investments, partnerships, divestitures and M&A, and provide counsel and advice to the Board of Directors, it being understood that ultimate responsibility for evaluating the financial terms and conditions for strategic investments, partnerships, divestitures and M&A will reside with the Audit / Finance Committee.
    The Committee may execute its responsibilities through the following principal activities or through other methods it deems appropriate:

    1. Assist management in its efforts to ensure that world-class technology, science and innovation are developed and leveraged throughout the Company in order to enhance shareholder value.
    2. Provide understanding, clarification and validation to the Board on the fundamental technical and strategic direction of the Company.
    3. Serve as a sounding board to management on issues related to innovation, technology, R&D, strategic direction, product development, intellectual property, partnerships, divestitures and M&A.
    4. Make recommendations to the Board on the validity of management’s proposals regarding investments, divestitures and M&A.
    Meetings

    The Committee may meet one or more times per year as determined by the chairperson. 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.