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The Compensation Committee (the “Committee”) was established by the Board of Directors (the “Board”) of QUALCOMM Incorporated (the “Company”) to act on behalf of the Board in fulfilling its responsibilities by reviewing and determining the compensation of the Company’s executive officers and non-employee directors. This Charter specifies the scope of authority and responsibilities of the Committee.
1. The Committee shall consist of three or more non-employee directors who (a) meet the independence requirements contained in the NASDAQ listing standards, (b) qualify as “outside directors” pursuant to Section 162(m) of the Internal Revenue Code, and (c) are “non- employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act, such status to be determined by the Governance Committee of the Board (the “Governance Committee”). Any action taken by the Committee during a period in which one (or more) of the members fails for any reason to meet the membership requirements set forth in clauses (a), (b) or (c) above shall still constitute duly authorized actions of the Committee for all corporate purposes.
2. The Board, on the recommendation of the Governance Committee, shall appoint members of the Committee, including the chairperson of the Committee, annually. Members may be replaced by the Board at any time, but shall otherwise serve until a successor has been named.
3. No director shall serve as a member of the Committee if such director has been within the last 12 months or is currently a part of an interlocking directorate in which the CEO or another Executive Officer of the Company serves on the board of directors of another company that employs such director as an executive officer. As used in this Charter, the defined term “Executive Officer” means a person designated by the Board as an executive officer of the Company for purposes of Section 16 of the Securities Exchange Act.
4. The Committee shall meet from time to time, as it deems necessary, but generally at least four times per year. The Committee may include management at its meetings, but shall also meet in executive session, without the presence of Company management personnel, as it deems appropriate. The Chief Executive Officer of the Company shall not be present during voting or deliberations on his or her compensation.
5. The Committee shall maintain written minutes of its meetings, which minutes will be filed in the corporate minute book.
To fulfill its responsibilities and duties hereunder, the Committee shall:
1. Develop compensation policies, plans and practices the Committee deems relevant in fulfilling its purpose to support the Company’s success.
Executive and Non-Employee Director Compensation
1. Review the CEO’s and Executive Chairman’s performance and approve the CEO’s and Executive Chairman’s compensation level (including base salary and incentive-based and equity-based compensation levels). As part of this review, the Committee may obtain input from other Committees of the Board concerning the CEO’s and Executive Chairman’s performance, as it deems appropriate.
2. Periodically review and select the companies used as comparables for competitive market comparisons (“peer companies”) based on criteria the Committee deems relevant.
3. Review and approve the compensation levels (including salaries, short- and long-term incentive and equity awards) of all Executive Officers, subject to any budgets or other considerations established from time to time by the Board.
4. Review and approve, at least annually the compensation (including retainers, fees, equity awards and other compensation, perquisites and available benefits) of all non-employee directors of the Company.
5. Approve all employment, deferred compensation, severance or change in control agreements with, and any special or supplemental benefits provided to, any Executive Officers or non-employee directors of the Company.
6. Review and discuss with management the disclosure in the Company’s “Compensation Discussion and Analysis” section in the Company’s proxy statement. Based upon its review and discussion with management, recommend to the Board whether the Compensation Discussion and Analysis should be included in the Company’s proxy statement, Form 10-K, or information statement, as applicable, and prepare (or supervise the preparation of) the related Compensation Committee report required by the rules of the Securities and Exchange Commission.
7. Oversee the Company’s submissions to shareholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, incentive and other executive compensation plans, and amendments to such plans and, in conjunction with the Board, appropriate Board Committees and management, the engagement with proxy advisory firms and other shareholder groups on executive compensation matters.
8. Administer the Company’s incentive recoupment policy.
Compensation and Benefit Plan Design
1. Be responsible for the design of all Company-wide compensation and benefit plans. This authority shall include, but not be limited to, the Company’s long-term incentive compensation plans and grants made thereunder. The Committee may delegate or assign such responsibility and authority as it sees fit, as provided by the terms of such compensation and benefit plans and applicable law.
2. Periodically review and advise the Board (supported in the discretion of the Committee, by internal or external experts) on (a) current trends in global, national and industry-wide compensation practices and (b) how the Company’s compensation programs and practices compare to those of appropriate peer group companies.
1. Have the authority to retain and terminate any compensation consultant and have the authority to approve the consultant’s fees and other retention terms. The Committee shall also have authority to retain or obtain advice and assistance from internal or independent external human resources, legal, accounting or other advisors, and to approve the compensation of such external advisors. Prior to selecting, or receiving advice from, any advisor, the Committee shall consider the independence of such advisor based on the factors contained in NASDAQ Rule 5605(d)(3); provided, however, that the Committee shall not be prohibited from obtaining advice from any advisor that it determines is not independent or who may have one or more items considered under the factors contained in Rule 5605(d)(3). The Committee shall be directly responsible for the oversight of any services of any consultant, counsel or other advisor it retains. The fees and costs of such consultants, legal counsel and other advisors shall be borne by the Company.
2. Review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval. The Committee will also review its own performance, at least annually, for purposes of self-evaluation and to encourage the continuing improvement of the Committee in the execution of its responsibilities.
3. Review the Company’s employee compensation policies and practices to determine whether they are reasonably likely to create or increase risks that have a material adverse effect on the Company and make a recommendation to the Board as to whether or not additional disclosure is required in the proxy statement regarding such risk. This may include a periodic review of talent management policies and practices as part of the Company’s overall Enterprise Risk Management initiative.
4. Review provisions of all compensation and benefit plans requiring approval by Company stockholders, including new plans and amendments to continuing plans, and discuss such review with the Board.
5. Review related person transactions that are employment or compensation related and that would require disclosure under applicable SEC or NASDAQ rules.
6. Make regular reports to the Board on the activities of the Committee.
7. Perform such other functions and have such other powers as it shall deem necessary to the efficient discharge of the foregoing, including the right to delegate its authority when appropriate.
As amended, July 11, 2016.
Barbara T. Alexander has served as a director since July 2006. Ms. Alexander has been an independent consultant since February 2004. She was a senior advisor for UBS from October 1999 to January 2004 and a managing director of Dillon Read & Co., Inc. (Dillon Read) from January 1992 to September 1999. Prior to joining Dillon Read, Ms. Alexander was a managing director in the corporate finance department of Salomon Brothers. Ms. Alexander is past Chairman of the Board of the Joint Center for Housing Studies at Harvard University (the Center) and is currently a member of that board’s executive committee and a senior industry fellow of the Center. Ms. Alexander has been a director of Allied World Assurance Company Holdings, Ltd. since August 2009 and Choice Hotels since February 2012. Ms. Alexander previously served as a director of KB Home from October 2010 to April 2014, Federal Home Loan Mortgage Corporation (Freddie Mac) from November 2004 to March 2010, Centex Corporation from July 1999 to August 2009, Harrah’s Entertainment, Inc. from February 2002 to April 2007 and Burlington Resources, Inc. from January 2004 to March 2006. She holds B.S. and M.S. degrees in theoretical mathematics from the University of Arkansas.
Harish Manwani has served as a director of the Company since May 2014. Mr. Manwani was the Chief Operating Officer for Unilever PLC, a leading global consumer products company, from September 2011 to December 2014. He served as Unilever's President, Asia, Africa, Middle East and Turkey, which was later extended to include Central and Eastern Europe, from April 2005 to August 2011. He served as Unilever's President, Home & Personal Care, North America from March 2004 to March 2005. He served as Unilever's President, Home & Personal Care, Latin America and as the Chairman of Unilever's Latin America Advisory Council from April 2001 to February 2004. He served as Unilever's Senior Vice President, Global Hair and Oral Care from June 2000 to March 2001. He served as a whole time Director on the board of Hindustan Unilever Limited from August 1995 to April 2000, a company he joined as a management trainee in 1976, and subsequently held various general management positions of increasing responsibilities within Unilever globally. Mr. Manwani has been a director of Whirlpool Corporation since August 2011, Pearson plc since October 2013, Nielsen, N.V. since January 2015 and Non-Executive Chairman of Hindustan Unilever Limited since July 2005. He has also been a director of The Economic Development Board (Singapore) since February 2013 and the Indian School of Business since April 2006. Mr. Manwani previously served as a director of ING Group from April 2008 to April 2010, the Citigroup India Advisory Board from November 2010 to February 2013 and the Human Capital Leadership Institute from October 2012 to February 2014. Mr. Manwani holds a B.Sc. honors degree in statistics and an M.M.S. degree in management studies, both from Mumbai University in India. He has also attended the Advanced Management Program at Harvard Business School.
Mark D. McLaughlin has served as a director of the Company since July 2015. Mr. McLaughlin is Chairman of the Board and Chief Executive Officer of Palo Alto Networks, Inc., a network security company. He joined Palo Alto Networks as President and Chief Executive Officer, and as a director, in August 2011 and became Chairman of the Board in April 2012. From August 2009 through July 2011, Mr. McLaughlin served as President and Chief Executive Officer and as a director of VeriSign, Inc., a provider of Internet infrastructure services, and from January 2009 to August 2009, as President and Chief Operating Officer. From February 2000 through November 2007, Mr. McLaughlin served in several roles at VeriSign, including as Executive Vice President, Products and Marketing. Prior to joining VeriSign, Mr. McLaughlin was Vice President, Sales and Business Development at Signio Inc., an internet payments company acquired by VeriSign in February 2000. President Barack Obama appointed Mr. McLaughlin to serve on the National Security Telecommunications Advisory Committee (NSTAC) in January 2011 and to the position of Chairman of the NSTAC in 2014. Mr. McLaughlin has been a director of Opower, Inc. since April 2014. Mr. McLaughlin holds a B.S. degree from the U.S. Military Academy at West Point and a J.D. from Seattle University School of Law.