- Superior Energy Services
- 1001 Louisiana Street
- Suite 2900
- Houston, TX 77002
- Phone: +1 713 654 2200
- Fax: +1 713 654 2205
Corporate Governance - Compensation Committee
Superior Energy Services, Inc.
Compensation Committee Charter
(As revised by the Board of Directors on August 8, 2018)
Organization; Member Qualification
The compensation committee will be appointed by the board of directors and will be composed of at least three directors. The members of the committee will be appointed by the board of directors after recommendation by the nominating and corporate governance committee and may be removed by the board of directors at its discretion. The committee’s chairperson will be designated by the board of directors. All committee members will at all times be independent under the standards required from time to time by the New York Stock Exchange for directors generally and for compensation committee members specifically.
Authority and Responsibility
The primary responsibility of the compensation committee will be to discharge the board of directors’ responsibilities relating to the compensation of the Company’s senior executive officers.
In carrying out its duties, the committee will have the authority and responsibility to:
- Establish, evaluate and approve the Company’s executive compensation philosophy.
- From time to time, establish, review and approve the Company’s executive compensation philosophy, strategy, peer groups and programs to ensure that they are rewarded appropriately for their contributions to the Company’s growth and profitability and that such strategy supports the Company’s objectives and its stockholders’ interests.
- Annually review and approve corporate goals and objectives relevant to the compensation of the Company’s chief executive officer, and evaluate the performance of the chief executive officer with respect to such goals and objectives.
- Annually set the level of compensation for the Company’s chief executive officer based on the committee’s evaluation of his performance.
- Annually evaluate with the chief executive officer the performance of the Company's other executive officers and, based on such evaluation, review and approve the compensation of the other executive officers.
- Review the Company’s incentive compensation and other stock-based plans and recommend changes in such plans to the board of directors as needed. The committee shall have and shall exercise all the authority of the board of directors with respect to the administration of such plans, including annual bonus plan provisions and grants pursuant to the Company’s current long-term incentive programs.
- Review and discuss with Company management the Compensation Discussion and Analysis (CD&A) to be included in the Company’s annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement, and produce an annual report of the committee for inclusion in the Company’s annual proxy statement in compliance with and to the extent required by the rules and regulations of the Securities and Exchange Commission (SEC).
- Administer and approve or recommend awards under non-qualified deferred compensation or non-qualified retirement programs (or any other similar or successor programs).
- Review and approve any special or supplemental benefits or perquisites to be offered to the chief executive officer and other executive officers.
- Establish, review and administer the Company’s executive stock ownership program (or any similar successor program).
- Review, approve and submit to the Board for its approval any proposed employment, severance, or change in control agreement between the Company and the chief executive officer and other executive officer or proposed executive officer, as well as any proposed extension or amendment thereto.
Advice and Assistance
The committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, independent legal counsel, or other adviser (“Advisers”). The committee will be directly responsible for the appointment, compensation, and oversight of the work of any such Advisers retained by the committee. The Company will provide for appropriate funding, as determined by the committee, for payment of reasonable compensation to any such Adviser retained by the committee. In addition, the committee shall be assisted by the Company’s human resources, legal and accounting staffs and any other corporate staff deemed appropriate.
Prior to selecting any Adviser, and on an annual basis for Advisers from whom the committee obtains advice on a regular basis (not including in-house legal counsel), the committee will evaluate that Adviser’s independence from management, taking into consideration all relevant factors, including those specific independence factors required to be considered under SEC rules and regulations and New York Stock Exchange listing standards.
In addition, the committee will also determine whether the work of any compensation consultant has raised any conflict of interest and review the proposed disclosure in the Company’s proxy statement of the nature of the conflict and how the conflict is being addressed. The independence factors referenced above are among the factors to be considered by the committee in determining whether a conflict of interest exists.
The committee will meet as often as may be deemed necessary or appropriate in its judgment, either personally or telephonically. The majority of members of the compensation committee shall constitute a quorum. The committee will maintain written minutes of all of its meetings and provide a copy of all such minutes to any member of the board of directors.
The committee will report its actions and recommendations to the board of directors after each committee meeting and will conduct and present to the board of directors an annual performance evaluation of the committee. The committee will review at least annually the adequacy of this charter and recommend any proposed changes to the board of directors for approval.
|W. Matt Ralls|
|James M. Funk|
|Michael M. McShane|