Management Development 果冻传媒 Compensation Charter
As Amended October 9, 2026
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1.0? Membership.??The Management Development 果冻传媒 Compensation Committee (the MDC Committee) shall consist of at least three directors who satisfy the independence requirements of the New York Stock Exchange 果冻传媒 are “non-employee directors” pursuant to Securities 果冻传媒 Exchange Commission Rule 16b-3. The members of the MDC Committee shall be elected by the Board of Directors, upon recommendation of the Nominating 果冻传媒 Corporate Governance Committee, to serve at the pleasure of the Board of Directors. The Board of Directors shall designate a chairman from among the membership of the MDC Committee. Upon recommendation by the Nominating 果冻传媒 Corporate Governance Committee, the Board of Directors may remove any member of the MDC Committee at any time. Vacancies on the MDC Committee shall be filled by the Board of Directors.
2.0? Purpose.??The purpose of the MDC Committee shall be to make recommendations to the Board concerning the compensation of the Corporation’s “Executive Officers” or “Officers” within the meaning of Rule 3b-7 果冻传媒 Rule 16a-1(f) under the Securities Exchange Act of 1934 (collectively, the “Executive Officers”) 果冻传媒 produce an annual report on executive compensation for inclusion in the Corporation’s annual proxy statement.
3.0? Responsibilities.??In order to achieve the purpose outlined in this charter, the MDC Committee shall be assigned the following responsibilities:
3.1??Compensation of Chief Executive Officer (CEO).??Review 果冻传媒 approve corporate goals 果冻传媒 objectives relevant to the CEO’s compensation; evaluate the CEO’s performance in light of those goals 果冻传媒 objectives; 果冻传媒 recommend to the independent members of the Board of Directors the CEO’s compensation level based on this evaluation.
3.2??Compensation of non-CEO Executive Officers.??Recommend to the Board of Directors the compensation to be paid for services of Executive Officers of the Corporation as established by resolution of the Board from time to time.
3.3??Other Benefits.??Make recommendations to the Board with respect to incentive compensation plans which shall include the power to approve the benefits 果冻传媒 grants provided by any bonus, supplemental, 果冻传媒 special compensation plans, including pension, insurance, health, equity 果冻传媒 performance-based executive compensation plans, 果冻传媒 such powers as are by statute or the Charter or the Bylaws reserved to the Board of Directors.
3.4?Review of Required Disclosures.??Review 果冻传媒 discuss with management the Corporation’s Compensation Discussion 果冻传媒 Analysis (CD&A) 果冻传媒 the related executive compensation information. Based on such review 果冻传媒 discussions, if appropriate, recommend that the CD&A be included in the Corporation’s annual report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C; review other disclosures required by the Securities 果冻传媒 Exchange Commission related to the MDC Committee or its responsibilities 果冻传媒 produce the Compensation Committee report on executive officer compensation required to be included in the Corporation’s proxy statement or annual report on Form 10-K.
3.5 ?Risk Assessment. ?Review, at least annually, 果冻传媒 oversee a risk assessment of the Corporation’s compensation policies 果冻传媒 practices, including an assessment of whether risks arising from the Corporation’s compensation policies 果冻传媒 practices are reasonably likely to have a material adverse effect on the Corporation.
3.6 ??Recovery of Certain Incentive-Based Compensation Payments. Administer the Corporation’s policy on the Recovery of Incentive-Based Compensation from Executive Officers; make determinations with respect to the Corporation’s discretionary clawback policy for Executive Officers (see Corporate Governance Guidelines item 33).
3.7 Committee Advisors 果冻传媒 Consultants. Review at least annually the services provided by any compensation consultant who has performed services for the MDC Committee to ensure the continued independence of any such consultant, taking into account such factors as required by the Securities 果冻传媒 Exchange Commission 果冻传媒 applicable law 果冻传媒 such other factors as the MDC Committee determines are relevant.
3.8 Committee Self-Assessment.? The MDC Committee shall annually conduct an evaluation of its performance.
4.0? Authorities.? In furtherance of its responsibilities, the MDC Committee shall possess the following authorities:
4.1??Outside Advisors.??The MDC Committee may, in its sole discretion, select a compensation consultant, legal counsel, or other advisor only after taking into consideration all factors relevant to that person’s independence from management, including the following:
4.1.1??the provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel or other advisor;
4.1.2??the amount of fees received from the Corporation by the person that employs the compensation consultant, legal counsel or other advisor, as a percentage of total revenue of the person that employs the compensation consultant, legal counsel or other advisor;
4.1.3??the policies 果冻传媒 procedures of the person that employs the compensation consultant, legal counsel or other advisor that are designed to prevent conflicts of interest;
4.1.4??any business or personal relationship of the compensation consultant, legal counsel or other advisor with a member of the MDC Committee;
4.1.5??any stock of the Corporation owned by the compensation consultant, legal counsel or other advisor; 果冻传媒
4.1.6??any business or personal relationship of the compensation consultant, legal counsel, other advisor or the person employing the advisor with an executive officer of the Corporation.
4.2??Delegated Authority.??The MDC Committee may perform such other functions 果冻传媒 exercise such other powers as may be delegated to it from time to time by the Board of Directors.
4.3??Subcommittees.? The MDC Committee may delegate its authority to subcommittees (which may consist of one or more members of the MDC Committee) when it deems appropriate 果冻传媒 in the best interest of the Corporation.
4.4??Committee Charter.??The MDC Committee shall review 果冻传媒 recommend to the Board of Directors the adequacy of its charter 果冻传媒 proposed changes from time to time as needed.
4.5??Funding.? The Corporation shall provide for appropriate funding, as determined by the MDC Committee, in its capacity as a committee of the Board of Directors, for payment of: (i) compensation to any advisors employed by the MDC Committee; 果冻传媒 (ii) ordinary administrative expenses of the MDC Committee that are necessary or appropriate in carrying out its duties.
5.0? Procedures.? The MDC Committee shall meet as often as it determines is appropriate to fulfill its responsibilities. hold at least three meetings per year ??The MDC Committee果冻传媒 shall meet with management 果冻传媒 separately in executive session without management.? The MDC Committee shall report all action by the MDC Committee to the Board of Directors at its meeting next succeeding such action, which (except as specifically reserved to the MDC Committee by statute or the Charter) shall be subject to revision 果冻传媒 alteration by the Board of Directors.
Committee Members
- John M. Donovan – Chairman
- David B Burritt
- Debra L. Reed-Klages