The Buckle, Inc. Compensation Committee Charter
The purpose of the Compensation Committee ("Committee") of the Board of Directors (the "Board") of The Buckle, Inc. (the "Company") is to: (i) assist the Board of Directors in discharging its responsibilities relating to oversight of the compensation of the Company's Chief Executive Officer, other executive officers and Directors; (ii) administer the Company's incentive compensation and other equity–based plans (the "Plans") and make grants under them; and (iii) oversee the Company's compensation policies, plans, and benefits programs generally. In addition, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors, from time to time, as prescribed.
The Committee shall consist of not less than two (2) independent members of the Company's Board of Directors. The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
Members of the Compensation Committee must meet the following criteria:
- Each member will be an "independent" Director, as defined by: (i) the rules of the New York Stock Exchange; and (ii) the rules of the Securities and Exchange Commission ("SEC").
- Any member who is not an "outside" Director as such term is defined with respect to Section 162(m) of the Internal Revenue Code of 1986, as amended, shall not vote on any performance based targets under such Section.
- Each member will be a "non–employee" Director as defined under Rule 16b–3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- Determinations as to whether a particular Director satisfies the requirements for membership on the Committee shall be made by the Board of Directors.
Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
- Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the Chief Executive Officer's performance in light of those goals and objectives, and review and approve the level of compensation, including base salary, bonus, equity compensation, and any other benefits to be provided to the Chief Executive Officer based on this evaluation. In determining the long–term incentive component of the Chief Executive Officer's compensation, the Committee shall consider such factors as the Company's performance and relative stockholder return, the value of similar incentive awards given to Chief Executive Officers of comparable companies, and the awards given to the Company's Chief Executive Officer in past years.
- Reviewing and approve the compensation for executive officers other than the Chief Executive Officer.
- Review, make recommendations to the Board of Directors, and approve, as appropriate, general compensation goals and guidelines for the Company's employees.
- Review, make recommendations to the Board of Directors, and approve, as appropriate, the compensation policy for the non–employee Directors of the Company.
- Approve and authorize amendments to the Plans and the Company's other benefit programs to the extent such amendment authority has been delegated to the Committee by the Board of Directors.
- Administer within the authority delegated by the Board of Directors, the Company's Plans. In its administration of the Plans, the Committee may: (i) grant stock options or shares of restricted stock to individuals eligible for such grants (including, to the extent relevant, grants to individuals subject to Section 16 of the Exchange Act in compliance with Rule 16b-3 promulated thereunder); (ii) amend such stock options or restricted stock grants; and (iii) take all other actions permitted under the Plans. The Committee may delegate to two or more Directors of the Company the authority to make grants and awards to any non–executive officer of the Company under such of the Plans as the Committee deems appropriate in accordance with the terms of such Plans. The Committee also shall review and make recommendations to the Board of Directors with respect to changes in the number of shares reserved for issuance under those Plans.
- Approve a Committee report on executive compensation as required by the SEC to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the SEC.
- As appropriate, obtain advice and assistance from independent counsel or other advisors, including, without limitation, any compensation consultant to be used by the Company or the Committee in the evaluation of Chief Executive Officer, executive officer, other officer, employee, or Director compensation.
- Conduct an annual evaluation of the Committee's own performance.
- Annually review Committee member compliance with applicable independence rules and regulations.
- Review and assess the adequacy of the Committee charter annually, requesting Board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.
The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The members of the Committee may meet privately with the Chief Executive Officer or any other person as appropriate and consistent with this Charter; provided, however, that the Chief Executive Officer may not be present during the voting or deliberating regarding the Chief Executive Officer's compensation.
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
The Committee will report to the Board of Directors on a periodic basis and make such recommendations with respect to any of the above matters as the Committee deems necessary or appropriate.
Members of the Committee shall receive such fees, if any, for their service as committee members as may be determined by the Board of Directors in its sole discretion. Fees may be paid in such form of consideration as is determined by the Board of Directors.
Delegation of Authority
The Committee may delegate authority to subcommittees when appropriate.