Compensation Committee Charter
FIRST INDUSTRIAL REALTY TRUST, INC. COMPENSATION COMMITTEE CHARTER
Purpose
The Committee is appointed by the Board to aid the Board in
discharging its responsibilities relating to compensation of
the Company's executive officers. The Committee has overall
responsibility for approving and evaluating the compensation
plans, policies and programs relating to the executive officers
of the Company.
The Committee shall have the powers and authorities vested in it by any stock option, restricted stock, incentive, and other compensation plans of the Company. The Committee shall have the power to approve, disapprove, modify or amend all plans designed and intended to provide compensation primarily for executive officers of the Company.
The Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement.
Committee Membership
The Committee shall consist of no fewer than two members. Each member of the
Committee shall meet the independence requirements of the New York Stock Exchange
and the Company's Corporate Governance Guidelines.
The members of the Committee shall be appointed and removed by the Board. A majority of the members shall constitute a quorum.
Committee Authority and Responsibilities
- The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer or senior executive compensation and shall have authority to approve the consultant's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
- With due regard for the Board's input with respect to the Committee's annual evaluation of the Chief Executive Officer's performance, the Committee will prepare a compensation recommendation for presentation to the full Board for its discussion and ratification. In determining its recommendation, the Committee will consider applicable benchmarks of the Company's performance, including total shareholder return, and such other quantitative and qualitative factors as the Committee deems relevant.
- The Committee shall review and set compensation of all key executive officers at appropriate time periods. The Committee shall make recommendations to the Board with respect to incentive compensation plans and equity-based plans. The Committee shall take account of each individual's performance, as well as the Company's overall performance.
- The Committee shall review and approve employment agreements, severance arrangements, retirement arrangements, change in control agreements/provisions, and any special or supplemental benefits for applicable executive officers of the Company.
- The Committee shall annually review and recommend all matters pertaining to fees, retainers and any other form of compensation paid to directors for Board and any committee service.
- The Committee may form and delegate authority to subcommittees when appropriate.
- The Committee shall make regular reports to the Board.
- The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
- The Committee shall annually review its own performance.