Compensation, Nominating and Corporate Governance Committee
EQUITY LIFESTYLE PROPERTIES, INC.
CHARTER OF THE COMPENSATION,
NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE
Purpose
The Compensation, Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Equity LifeStyle Properties, Inc. (the “Company”). The Committee’s duties as they relate to compensation include, among other things, to (a) approve and oversee the implementation of the compensation philosophy for all Company employees; (b) discharge the Board’s responsibilities relating to compensation of the Company’s officers and directors; and (c) produce a report on executive compensation as required by the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement or annual report on Form 10‑K filed with the SEC. The Committee’s duties as they relate to nominating and corporate governance include, among other things, to (a) identify individuals qualified to become Board members, consistent with criteria approved by the Board; (b) select, or recommend that the Board select, the director nominees; (c) develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and monitor its compliance therewith; and (d) recommend to the Board director nominees and chairmen for each committee of the Board.
Membership
- The Committee shall be comprised of at least three members of the Board.
- The Board shall appoint and replace the members of the Committee.
- All members of the Committee shall meet the independence requirements of The New York Stock Exchange.
- All members of the Committee shall qualify as “outside” directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and as “non-employee” directors within the meaning of Rule 16b-3 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Meetings
The Committee shall meet in person or telephonically at such times and from time to time as it deems appropriate. The Committee may request members of the Company’s management or others to attend meetings and provide pertinent information as necessary. Minutes will be kept for each meeting of the Committee and retained as records of the Company.
Engagement of Consultants; Independent Advice
With respect to compensation issues, the Committee shall have the resources and authority appropriate to discharge its responsibilities and duties including the authority to retain compensation consultants, legal counsel and other consultants or advisors (collectively, “consultants”), at the expense of the Company, to advise the Committee about levels and types of compensation being given by companies similar to the Company to their chief executive officers and other senior executives and any other matters the Committee deems appropriate. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any consultant retained by the Committee. To the extent the Committee deems advisable, the Committee may consult with legal counsel (which may be counsel to the Company) about any matters, including tax deductibility to the Company and tax effects that the Company deems relevant with regard to particular compensation-related decisions. The Committee shall have the sole authority and discretion to select and retain consultants, to terminate any consultant retained by it, and to approve the consultant’s fees and other retention terms. In retaining or seeking advice from consultants (other than the Company's in-house counsel), the Committee shall take into consideration the following factors relating to independence of such consultant:
- any other services provided to the Company by such consultant;
- the amount of fees received from the Company by such consultant, as a percentage of such consultant's total revenue;
- the policies and procedures of such consultant designed to prevent conflicts of interest;
- any business or personal relationship such consultant has with a member of the Committee;
- any Company stock such consultant owns; and
- any business or personal relationship such consultant has with an executive officer of the Company.
No consideration of factors relating to independence of a consultant need be given if such consultant is in-house legal counsel or if such consultant's role is limited to:
- consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors, and that is available generally to all salaried employees; or
- providing information that either is not customized or that is customized based on parameters that are not developed by the consultant, and about which the consultant does not provide advice.
The Committee may retain, or receive advice with respect to compensation from, any consultant it prefers, including ones that are not independent, after considering the factors specified above.
With respect to nominating and corporate governance issues, the Committee shall have the sole authority to retain and terminate any search firm engaged to identify director candidates and shall have the sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, financial, accounting or other advisors.
Committee Authority and Responsibilities
Among other things, with respect to compensation issues, the Committee shall:
- Develop and oversee the philosophy for the payment of all forms of compensation to the Company’s employees and the administration thereof.
- Review and make recommendations to the Board with respect to the Company’s compensation and benefit plans for alignment with corporate objectives.
- Review and approve corporate goals and objectives relevant to compensation of the Company's Chief Executive Officer (the “CEO”), evaluate the CEO’s performance in light of those goals and objectives, and, either as a committee or together with other independent directors (as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee shall consider the Company’s performance and relative stockholder return, the values of similar incentive awards to CEOs at comparable companies and the awards given to the Company’s CEO in past years. In evaluating CEO compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”).
- Make recommendations to the Board with respect to (i) officer compensation, incentive compensation plans and equity based plans, and (ii) the compensation to be paid to directors and officers. In evaluating officer compensation, the Committee shall consider the results of the most recent Say on Pay Vote.
- Make recommendations to the Board with respect to the Company’s compensation and benefit plans, oversee the activities of the individuals and committees responsible for administering these plans (including determining eligible persons under such plans and the amounts, terms and conditions of any awards under such plans) and discharge any responsibilities imposed on the Committee by any of these plans.
- In consultation with senior management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
- Review and approve any severance or similar termination payment proposed to be made to any current or former executive officer of the Company.
- Review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company's proxy statement.
- Review and discuss the Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s proxy statement for its annual meeting with the Company’s management and determine whether to recommend to the Board that the CD&A be included in the proxy statement.
- Make regular reports to the Board.
- Annually review and reassess this charter and, if necessary and appropriate, recommend changes to the Board for approval.
- Form and delegate authority to subcommittees when appropriate.
Among other things, with respect to nominating and corporate governance issues, the Committee shall:
- Develop qualification criteria for Board membership, and actively seek, screen and interview individuals qualified to become Board members for recommendation to the Board.
- Oversee the evaluation of the Board and management.
- Make regular reports to the Board.
- Annually review and reassess this charter and, if necessary and appropriate, recommend changes to the Board for approval.
- Form and delegate authority to subcommittees when appropriate.
Performance Evaluation
The Committee shall produce and provide to the Board an annual performance evaluation of the Committee, which evaluation shall be conducted in such manner as the Committee deems appropriate.
Approved by the Committee on June 25, 2013
Approved by the Board on June 27, 2013
- Member
- Chair
- Financial Expert
- Independent Director