EXHIBIT 99.2
BRUSH ENGINEERED MATERIALS INC.
ORGANIZATION AND COMPENSATION COMMITTEE CHARTER
(as adopted by the Board of Directors on February 3, 2004)
PURPOSES
The Organization and Compensation Committee of the Board of Directors of Brush
Engineered Materials Inc. (a) implements the Company's executive compensation
program pursuant to authority delegated to the Committee by the Board, (b)
establishes compensation of the Company's executive officers, (c) provides
oversight of succession planning (d) administers the Company's equity incentive
plans and (e) in accordance with federal securities laws, prepares an annual
report on executive compensation for inclusion in the proxy statement relating
to the Company's annual meeting of stockholders.
COMPOSITION
NUMBER. The size of the Committee shall be determined by the Board, subject to
any requirements or limitations in the Company's certificate of incorporation or
by-laws. The Board believes that the Committee should always have at least three
members.
QUALIFICATIONS. Each Committee member will be "independent" under the rules of
the New York Stock Exchange. Desirable qualifications for Committee members
include experience in business management, executive compensation, employee
benefits, and human resources.
APPOINTMENT. The Board will appoint Committee members based on recommendations
of the Governance COMMITTEE. The Committee will select a Committee Chair from
among its members. Each Committee member will serve at the pleasure of the Board
for such term as the Board may decide or until such Committee member is no
longer a Board member.
DUTIES AND RESPONSIBILITIES
The Committee has the following duties and responsibilities:
1. Establish Executive Compensation Program. The Committee shall
develop and implement the Company's compensation program for
executive officers.
2. Review and Approve Executive Officer Compensation. The Committee
shall review and approve, at least annually, corporate goals and
objectives relating to the compensation of the Chairman, President
and CEO and the
other executive officers of the Company. The Committee will evaluate
the performances of the executive officers in light of the corporate
goals and objectives and set such executive officers' compensation
based on those evaluations and such other factors as it deems
appropriate. The Committee shall administer the Management
Performance Compensation Plan and establish the aggregate amount of,
and approve, the awards to executive officers pursuant thereto and
shall approve any non-financial measurements and targets for
executives under the Management Performance Compensation Plan and
determine level of award at conclusion of the Plan year.
3. Administer Equity Incentive Plans. Except as otherwise provided for
in the Governance Committee Charter with respect to directors of the
Board, the Committee shall administer the Company's equity incentive
plans. The Committee, or a subcommittee, shall approve grants of
stock options and other equity or equity-based awards in the manner,
and on terms and conditions prescribed by, the Company's equity
incentive plans.
4. Recommend Incentive Plans. The Committee shall make recommendations
to the Board with respect to cash incentive compensation plans for
executive officers and with respect to equity based plans such as
stock option plans. The Committee shall also oversee the individuals
and committees responsible for administering these plans and monitor
compliance with plan provisions.
5. Oversee Regulatory Compliance. The Committee shall, in consultation
with appropriate officers of the Company, oversee regulatory
compliance with respect to compensation matters, including
overseeing the Company's policies on structuring compensation
programs regarding tax deductibility, and, as required, establishing
performance goals and determining whether performance goals have
been attained for purposes of Section 162(m) of the Internal Revenue
Code.
6. Review Severance Payments. The Committee shall review and approve
any severance or other termination payments proposed to be made to
any executive officer of the Company. The Committee shall review and
approve any proposed severance or retention plans.
7. Review of Employment Agreements. The Committee shall review and make
recommendations to the Board with respect to any employment
agreement or post-employment agreement with any corporate officer of
the Company or its Subsidiaries or the general manager of any
business unit thereof.
8. Assist in Succession Planning and Organizational Structure. At least
annually, the Committee shall report to the Board on succession
planning, which shall include appropriate contingencies in case the
Chief Executive
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Officer retires or is incapacitated. The Committee shall assist the
Board in evaluating potential successors to the Chief Executive
Officer. The Committee shall also review and make recommendations to
the Board with respect to retention and development plans and
changes in organizational structure.
9. Advise on Senior Management Compensation. The Committee shall advise
on setting compensation for senior management (i.e., any officer or
employee of the Company or a subsidiary whose base compensation
exceeds $150,000) other than executive officers. The Committee shall
also review the base compensation of all Grade M participants in the
Management Performance Compensation Plan.
10. Board Reports. The Committee shall report its activities to the
Board at least annually and in such manner and at such times as the
Committee or the Board deem appropriate.
11. Other Delegated Duties or Responsibilities. The Committee shall
perform any other duties or responsibilities delegated to the
Committee by the Board from time to time.
MEETINGS
The Committee shall meet as frequently as necessary to carry out its
responsibilities under this Charter. The Committee Chair shall, in consultation
with the other members of the Committee and appropriate officers of the Company,
establish the agenda for each Committee meeting. Each Committee member may
submit items to be included on the agenda. Committee members may also raise
subjects that are not on the agenda at any meeting. The Committee shall conduct
its business as provided in the Company's code of regulations. The Committee
Chair shall supervise the conduct of the meetings and shall have other
responsibilities which the Committee may designate from time to time.
The Committee may request any officer or employee of the Company, or any
representative of the Company's advisors, to attend a meeting or to meet with
any members or representatives of the Committee. Any member of the Company's
management whose performance or compensation is to be discussed at a Committee
meeting should not attend such meeting unless specifically invited by the
Committee.
DELEGATION
The Committee may, in its discretion, delegate all or a portion of its duties
and responsibilities to a subcommittee; provided that such subcommittee has a
published charter in accordance with the rules of the New York Stock Exchange.
In particular, the Committee may delegate the approval of certain transactions
to a subcommittee consisting solely of members of the Committee who are (a)
"Non-Employee Directors" for the purposes of Rule 16b-3 of the Securities
Exchange Act of 1934, as in effect from
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time to time, and (b) "outside directors" for the purposes of Section 162(m) of
the Internal Revenue Code.
RESOURCES AND AUTHORITY
The Committee shall have appropriate resources and authority to discharge its
responsibilities, including appropriate funding, in such amount as the Committee
deems necessary, to compensate any consultants and any independent advisors
retained by the Committee. The Committee shall have the sole authority to retain
and terminate compensation consultants to assist in the evaluation of director
or executive officer compensation and the sole authority to approve the fees and
other retention terms of such compensation consultants. The Committee may also
retain independent counsel and other independent advisors to assist it in
carrying out its responsibilities.
COMPENSATION COMMITTEE REPORT
The Committee, with the assistance of management and any outside consultants the
Committee deems appropriate, shall prepare a report for inclusion in the
Company's proxy statement relating to the Company's annual meeting of
shareholders.
ANNUAL REVIEW
At least annually, the Committee shall (a) review this Charter with the Board
and recommend any changes to the Board and (b) evaluate its performance against
the requirements of this Charter and review this evaluation with the Board. The
evaluation shall include the goals and objectives of the Committee for the
upcoming year. The Committee shall conduct its review and evaluation in such
manner as it deems appropriate.
Consistent with the New York Stock Exchange listing requirements, this Charter
will be included on the Company's website and will be made available upon
request sent to the Company's Secretary. The Company's annual report to
shareholders will state that this Charter is available on the Company's website
and will be available upon request sent to the Company's Secretary.
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