Dexter Paine, Chair
Heather McPhie Watanabe, Athlete Representative
The role of the U.S. Ski & Snowboard Compensation Committee is to set appropriate and supportable pay programs that are in U.S. Ski & Snowboard's best interests and aligned with its mission, business strategy, and goals and to periodically review U.S. Ski & Snowboard employee compensation and CEO compensation.
The Compensation Committee of the Board of Directors of U.S. Ski & Snowboard consists of a minimum of three directors. Members of the Committee are appointed by the Board of Directors and may be removed by the Board in its discretion.
The purpose of the Committee is to discharge the Board of Directors’ responsibility relating to compensation of the Company’s executives and to review and approve an annual report on executive compensation for inclusion in the Company’s financial statements in accordance with applicable rules and regulations.
The Compensation Committee has the following authority and responsibilities:
- To assist the Board in developing and evaluating potential candidates for executive positions, including the Chief Executive Officer, and to oversee the development of executive succession plans.
- To review and approve goals and objectives with respect to compensation for the Company’s Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine and recommend to the Board approval of the CEO's compensation level based upon this evaluation. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee considers the Company’s performance, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s Chief Executive Officer in past years.
- To provide oversight of management’s decisions concerning the performance and compensation of other Company officers and/or key personnel.
- To review and provide oversight regarding the Company’s compensation and employee benefit plans and recommend changes in such plans to the CEO and Board of Directors as needed. The Committee has and exercises all the authority of the Board of Directors with respect to the administration of such plans.
The Committee has the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion. The Committee has authority to retain such compensation advisers, consultants, outside counsel, and other advisers as the Committee deems appropriate in its sole discretion. The Committee has sole authority to approve related fees and retention terms.
The Committee regularly reports its actions and any recommendations to the Board of Directors.
The Committee reviews the adequacy of this Charter and recommends any proposed changes to the Board for approval.
The Committee has responsibility for other duties as specified from time to time by the Board.
The members of the Committee, as a Committee and individuals are entitled to the indemnification protections of Article X of the U.S. Ski & Snowboard Bylaws for acts taken in good faith in behalf of U.S. Ski & Snowboard.