Human Capital Committee Charter

I. Purpose of Committee

The Human Capital Committee (the “Committee”) is a committee of the Corporation’s Board of Directors (the “Board”) established to ensure the Board understands how People strategies support the mission and maintains visibility to organizational health since an engaged, diverse, and inclusive workforce drives better business outcomes.

The Committee also exercises good governance and fiduciary care in discharging its duty to advise on and review the total compensation paid to the Chief Executive Officer (“CEO”) and certain other executives of the Corporation who are or may be classified as Disqualified Persons within the meaning of section 4958 of the Internal Revenue Code (“Disqualified Persons”). Collectively, any other employees of the Corporation (excluding the CEO) who are Disqualified Persons or potentially Disqualified Persons of the Corporation and any Designated Entity are called “Designated Executives”. 

Included in its governance and fiduciary responsibilities, the Committee reviews and approves the total compensation paid to certain executives employed by a Designated Entity. For purposes of this Charter, the term “Designated Entity” shall mean the American Cancer Society Cancer Action Network or any future affiliate of the Corporation in which the Corporation has a controlling interest.

For purposes of this Charter, total compensation includes, but is not limited to, salary, membership fees, incentives, bonuses, retention payments, severance payments, and all forms of deferred compensation, whether vested or unvested and all benefits whether or not included as income for tax purposes (e.g., medical, dental, life insurance, disability benefits). In this context, the term “Disqualified Person” includes:

1. any individual who is, or within the prior five years has been, in a position to exercise substantial influence over the affairs of the Corporation or any Designated Entity;
2. any individual who is the spouse, brother or sister (whether whole or half-blood), ancestor, child (whether natural or adopted), grandchild, great-grandchild, or the spouse of a brother or sister, child, grandchild, or great-grandchild, of an individual referenced in subparagraph 1; and
3. any organization in which an individual described in subparagraph 1 or 2 has a 35% ownership or controlling interest, or in the case of a partnership, or a professional corporation, a direct or indirect ownership interest in excess of 5%.

An Inclusive Workforce Subcommittee (the “Subcommittee”) is a subset of the Human Capital Committee established to provide relevant updates that confirm our engaged, diverse, and inclusive workforce is working toward business outcomes linked to our organizational commitment to health equity.

II. Committee Membership

The Committee and Subcommittee are each chaired by a Board member appointed by the Chair of the Board and are each composed of a minimum of three members, all of whom must be “independent voting members” of the Board without a “conflict of interest”, as such terms are defined in the attached EXHIBIT A. The Chair of the Board shall sit on the Committee ex officio, as a full voting member. Any question regarding a Committee member’s independence, conflict of interest or appearance of a conflict of interest will be reviewed by the Audit Committee and the Board for final resolution. Committee members are appointed by the Chair of the Board and approved by the Board. Committee members serve staggered two-year terms beginning April 1st of a calendar year and ending at the latter of (i) March 31st of the second following calendar year or (ii) until a new Committee member is appointed by the Chair of the Board. Committee and Subcommittee membership is restricted to Board members but as needed, external expert ad-hoc individuals may be invited to Committee meetings or workgroups by the chair of the Committee to assist with its work. Ad-hoc members are advisory only and are not considered voting Committee members.

III. Committee Authority and Responsibilities

The Committee has the authority to modify, terminate, expand, adjust and interpret any element of the Corporation’s compensation programs.  The Committee also has the authority and responsibility to do the following for the Corporation and each Designated Entity:

1. With regard to the Corporation’s Compensation Philosophy, (a) periodically oversee development of and approval of the Compensation Philosophy, (b) annually review the philosophy for adequacy and (b) make changes to the Compensation Philosophy as needed; 
2. With regard to the CEO, (a) conduct an annual review of the CEO’s performance and ensure the reasonableness of his or her total remuneration in relation to the marketplace; (b) solicit Board input regarding the CEO’s performance; (c) develop and recommend for Board approval any changes in the CEO’s total remuneration; and (d) decide on any changes in the CEO’s employment agreement, severance and/or retention agreement, if any are in effect;
3. With regard to the Annual Incentive Plan and Long-Term Incentive Plan, annually approve the design of the Annual Incentive Plan and Long-Term Incentive Plan for the upcoming performance periods.  The Committee shall determine plan eligibility for the CEO, Designated Executives and other senior non-Designated Executives; the threshold, target, and maximum award levels; and the threshold, target, and maximum performance levels applicable to each performance measure.  Upon conclusion of each performance period, the Committee shall (a) review and approve actual performance achieved under each applicable performance measure and (b) approve the actual Annual Incentive Plan and Long-Term Incentive Plan awards, if any, recommended to be payable to the CEO and any other Designated Executive each year based on performance during the applicable performance period;
4. As needed to capture changes throughout the year but at least annually review Management’s recommendations and approve which employees are Designated Executives and which employees are senior non-Designated Executives;
5. With regard to the CEO and all Designated Executives, review and ensure the reasonableness of total remuneration (including participation in and payout potential for any incentive plan), and the terms of any employment agreements, severance and/or retention agreements. To fulfill its responsibility, the Committee is authorized to select, contract with and work with appropriate professionals (as described in section IV) to gather and review in advance appropriate market comparability data on the amount, form and design of compensation for comparable executive positions at other comparable employers, including those organizations with which the Corporation or the Designated Entity may be competing for executive talent, and to ensure that the comparability data so gathered and reviewed meets the standard for “appropriate data as to comparability” to qualify for the rebuttable presumption of reasonableness under section 4958 of the Internal Revenue Code;
6. With regard to the CEO and all Designated Executives and senior non-Designated Executives, work with appropriate professionals (as described in section IV) to annually evaluate all elements of economic benefit provided or proposed to be provided. Such evaluation may include a tally sheet displaying the maximum annualized value of total remuneration for the upcoming year, as well as the potential maximum value of total remuneration under multiple alternative scenarios (such as retirement, termination with or without cause, death, disability, and severance in connection with business combinations or the sale of a business). Further, the Committee will review and maintain an inventory of all documents pertaining to all elements of economic benefit (including, but not limited to, plan documents, summary plan descriptions, employment agreements, severance agreements, retention awards and any other documents that could potentially provide economic benefit to the CEO or a Designated Executive);
7. Before the later of (i) its next meeting or (ii) sixty (60) days after making its determination of reasonableness with respect to the total remuneration of the CEO or any Designated Executive, document in a written report: (a) the terms that were approved and the date approved; (b) the members of the Committee present during the discussion and those who voted in favor and those who dissented or abstained; (c) the comparability data obtained and relied upon by the Committee and how the data were obtained; and (d) any actions taken with respect to the determination by anyone who is otherwise a member of the Committee but who had a conflict of interest. The report must be approved by the Committee as reasonably accurate and complete within a reasonable time thereafter and reported to the Board for its consideration;
8. For the avoidance of doubt, with respect to the Designated Executives other than the CEO, the CEO must either certify to the Committee that the actual or target Total Direct Compensation, as defined in the Compensation Philosophy, of each Designated Executive is within the ranges set forth in the Compensation Philosophy or obtain the prior approval of the Committee to provide compensation to a Designated Executive that is outside the approved ranges.
9. For the avoidance of doubt, with respect to senior non-Designated Executive, the CEO is empowered to set any component of compensation and the terms of any severance and/or retention agreements, provided the total remuneration falls within the Corporation’s Compensation Philosophy. The CEO must either (a) certify to the Committee that the base salary and target or actual total direct compensation (as defined in the Compensation Philosophy) of each such executive is within the market positioning set forth in the Compensation Philosophy or (b) obtain the prior approval of the Committee to provide compensation that is outside the approved market positioning;
10. Review and act on reports of conflicts of interest from the Board or the Audit Committee of the Board as such reports relate to the compensation of the CEO, Designated Executives, and/or Committee members;
11. Oversee the CEO succession process, working with the CEO to ensure an orderly succession, whether via an external search or the identification and development of leaders within the organization. Ensure that there are designated successors who are qualified and prepared to undertake and discharge the CEO’s responsibilities on an interim basis should that become necessary, and report to the Board annually with respect to the foregoing;
12. Receive regular reports from the CEO regarding succession planning for Designated Executives and other selected leadership positions (as deemed necessary by the Committee);
13. Determine whether all compensation and benefit plans, including but not limited to the Retirement Plans, Medical and Dental, Retiree Medical and Retiree Life Insurance, and other such plans of the Corporation and any Designated Entities are appropriate to market for the skills employed and, if not, make appropriate recommendations to the Board;
14. Periodically report to the Board concerning the actions and recommendations of the Committee as described in paragraphs 1 through 13 above;
15. Oversee enterprise risk management related to assigned risk area and submit a report to the Audit Committee each year;
16. Review and monitor compliance with the Emergency CEO Succession Policy and recommend new succession policies to the Board as necessary;
17. Review with management the results of employee engagement and culture surveys and similar data and information before such information is presented to the Board; and
18. Accomplish such additional tasks as are assigned to the Committee by the Chair of the Board.

IV. Resources and Authority of the Committee

The Committee will have the resources and authority it deems appropriate to discharge its duties and responsibilities, including the sole authority to select, contract with, terminate, and approve the fees and other retention terms of appropriate professionals with relevant expertise, without seeking approval of the Board or management. Any such engagement shall be reported to the Board. Appropriate professionals are limited to: in-house and outside legal counsel; certified public accountants or accounting firms with expertise regarding the relevant tax law matters; and experienced independent compensation valuation experts who certify in their written opinion that they meet the standards set forth in the regulations implementing section 4958 of the Internal Revenue Code.

All outside professional advisors selected by the Committee will be independent and have primary and direct reporting relationship with and accountability to the Committee chair individually and the Committee as a whole. Copies of all documents material to the Committee’s responsibilities (including without limitation Committee meeting minutes, employment, severance and retention agreements, employee benefit policies, and documents received from legal counsel and consultants) shall be maintained and made available for the review and inspection of Committee members.

V. Committee & Subcommittee Meetings

The Committee & Subcommittee will meet at least annually and as often as its chair or a majority of its members deems necessary or appropriate, either in person, telephonically or electronically, and at such times, places and manner as its chair and chair’s staff may determine. Deliverables, budget, and alternative meeting methods should be included in the decision-making process. The chair and chair’s staff will develop an agenda in advance of each meeting and communicate meeting details to Committee or Subcommittee members in a timely fashion.

As necessary, the Committee and Subcommittee will meet in joint sessions with other committees regarding items of concern to both.

VI. Committee Reports

The Committee and Subcommittee will produce a written report at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a full report of Committee and Subcommittee discussions with documented recommendations and decisions. These reports will be completed no more than three weeks following the meeting and forwarded to Committee and Subcommittee membership and the Office of Enterprise Governance for proper filing.

VII. Committee Evaluation

The Committee will conduct periodic performance evaluations to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate.

EXHIBIT A

Independent Voting Members:

A voting member of the Board of Directors or a committee will be considered “independent” only if he or she satisfies the following criteria:

1. The member has not been, and is not currently being compensated as an officer or other employee of the Corporation or of a related organization,[1] nor was the member compensated by an unrelated organization or individual for services provided to the Corporation or to a related organization, if such compensation is required to be reported in Part VII, Section A of the Corporation’s Form 990.
2. The member did not receive total compensation or other payments exceeding $10,000 during the Corporation’s tax year from the Corporation and related organizations as an independent contractor.
3. Neither the member, nor any family member[2] of the member, was involved in a transaction with the Corporation (whether directly or indirectly through affiliation with another organization) that is required to be reported on Schedule L of the Corporation’s Form 990.
4. Neither the member, nor any family member of the member, was involved in a transaction with a taxable or tax-exempt related organization (whether directly or indirectly through affiliation with another organization) of a type and amount that would be reportable on Schedule L of the Form 990 or 990-EZ, if required to be filed by the related organization.

Committee members who are associated with institutions that receive grants pursuant to the Corporation’s various Independent Peer Review Committees and the Council for Extramural Grants will not be treated as failing to satisfy the above criteria on the basis of their relationship to the recipient institutions.

Absence of a Conflict of Interest:

A member of the Committee does not have a conflict of interest with respect to a compensation arrangement if the member:

1. Is not the CEO or a Designated Executive participating in or economically benefitting from the compensation arrangement and is not a family member of the CEO or any such Designated Executive;
2. Is not in an employment relationship subject to the direction or control of the CEO or any Designated Executive participating in or economically benefitting from the compensation arrangement;
3. Does not receive compensation or other payments subject to approval by the CEO or any Designated Executive participating in or economically benefitting from the compensation arrangement;
4. Has no material financial interest affected by the compensation arrangement; and
5. Does not approve a transaction providing economic benefits to the CEO or any Designated Executive participating in the compensation arrangement, who in turn has approved or will approve a transaction providing economic benefits to the member.