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 the compensation of the Company's executive officers and non-employee directors. This Charter specifies the scope of authority and responsibilities of the Committee.
Organization, Membership and Meetings
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.
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.
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 compensation committee 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.
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.
The Committee shall maintain written minutes of its meetings, which minutes will be filed in the corporate minute book.
Committee Authority and Responsibilities
To fulfill its responsibilities and duties hereunder, the Committee shall:
Develop compensation policies; plans and practices the Committee deems relevant in fulfilling its purpose to support the Company’s growth and success, operationally, strategically and from a stockholder value perspective.
Executive and Non-Employee Director Compensation
Review the CEO's performance and approve the CEO'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 performance, as it deems appropriate, including but not limited to input from (i) the Audit Committee on matters related to the Company's financial reporting and disclosure controls and (ii) the Governance Committee on matters related to executive development and succession planning or the CEO's compliance with share ownership guidelines.
Periodically review and select the companies used as comparables for competitive market comparisons ("peer companies") based on criteria the Committee deems relevant.
Review and approve annually the compensation levels (including salaries, short- and long-term incentive and equity awards) of all Executive Officers, subject to any budgets or other limitations established from time to time by the Board.
Review and approve annually the compensation (including retainers, fees, equity awards and other compensation, perquisites and available benefits) of all non-employee directors of the Company.
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. The Committee will review the impact of any potential material transaction, such as a merger, acquisition, or spin off, on compensation plans.
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.
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.
Administer the Company's incentive recoupment policy.
Compensation and Benefit Plan Design and Implementation
Be responsible for the design and implementation 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.
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.
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 obtain independent advice and assistance from internal or external human resources, legal, accounting or other 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.
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.
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.
Review the Company's talent management policies and practices as part of the Company's overall Enterprise Risk Management initiative, and make recommendations as appropriate.
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.
Make regular reports to the Board on the activities of the committee.
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.
Marc I. Stern has served as a director of the Company since February 1994 Mr. Stern is Chairman of The TCW Group, Inc. (TCW), a Los Angeles-based asset-management firm with approximately $130 billion of assets under management, and has served as a director of TCW since September 1992. Prior to being named Chairman of TCW in February 2013, Mr. Stern served as TCW's Vice Chairman from July 2005 to February 2013, Chief Executive Officer from July 2009 to August 2012 and as President from May 1992 to October 2005. From May 2007 to February 2013, he was a member of the Management Committee of Société Générale Group and Chairman of Société Générale Global Investment Management and Services (GIMS) North America unit. TCW was acquired by Société Générale in 2001. Société Générale sold its interest in TCW in 2013 to The Carlyle Group and TCW management. Mr. Stern served as a director of Rockefeller & Co., Inc., a wealth management firm, from June 2008 to September 2012. Mr. Stern served as President and a director of SunAmerica, Inc., a financial services company, from 1988 to 1990. Prior to joining SunAmerica, Mr. Stern was Managing Director and Chief Administrative Officer of The Henley Group, Inc., a diversified manufacturing company, and prior to that was Senior Vice President of Allied-Signal Inc., a diversified manufacturing company. Mr. Stern holds a B.A. degree in political science and history from Dickinson College, an M.A. degree in government from the Columbia University Graduate School of Public Law and Government and a J.D. degree from the Columbia University School of Law.
Barbara T. Alexander has served as a director of the Company since July 2006. Ms. Alexander has been an independent consultant since February 2004. From October 1999 to January 2004, she was a senior advisor for UBS, and from January 1992 to September 1999, she was a managing director of Dillon Read & Co., Inc. (Dillon Read). 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 and is currently a member of that board’s executive committee and an executive fellow of the Joint Center for Housing Studies at Harvard University. Ms. Alexander has been a director of Allied World Assurance Company Holdings, Ltd. since August 2009, KB Home since October 2010 and Choice Hotels since February 2012. Ms. Alexander previously served as a director of Centex Corporation from July 1999 to August 2009, Burlington Resources, Inc. from January 2004 to March 2006, Federal Home Loan Mortgage Corporation (Freddie Mac) from November 2004 to March 2010 and Harrah’s Entertainment, Inc. from February 2002 to April 2007. She holds B.S. and M.S. degrees in theoretical mathematics from the University of Arkansas, Fayetteville.
Jonathan J. Rubinstein has served as a director since May 2013. Mr. Rubinstein was Senior Vice President, Product Innovation for the Personal Systems Group of the Hewlett-Packard Company (HP) from July 2011 to January 2012, and Senior Vice President and General Manager, Palm Global Business Unit of HP from July 2010 through July 2011. Mr. Rubinstein was Chief Executive Officer and President of Palm, Inc. (Palm) from June 2009 until its acquisition by HP in July 2010 and Chairman of the Board of Palm from October 2007 through the date of acquisition. He was Senior Vice President, iPod Division of Apple Inc. (Apple) from 2003 to 2006 and Senior Vice President, Hardware Engineering of Apple from 1997 to 2003. Mr. Rubinstein is a member of the National Academy of Engineering. Mr. Rubinstein has been a director of Amazon.com, Inc. since December 2010. Mr. Rubinstein holds B.S. and M.Eng. degrees in electrical engineering from Cornell University and an M.S. degree in computer science from Colorado State University.