June 7, 2007
PURPOSE:
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pharmacyclics, Inc. (the “Company”) shall be to:
- To discharge the Board’s responsibilities relating to compensation of the Company’s executives; and
- To produce an annual report on executive compensation for inclusion in the Company’s proxy statement.
In addition, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board or the rules and regulations of the Securities and Exchange Commission (“SEC”) or any national securities exchange upon which the Company’s shares of capital stock are listed, may from time to time prescribe or require.
MEMBERSHIP:
The Committee members will be appointed by, and will serve at the discretion of, the Board. The Committee will consist of at least two members of the Board, each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. Applicable laws and regulations will be followed in evaluating a member’s independence. The Board will appoint the chairperson of the Committee (the “Chair”)
MEETINGS AND PROCEDURES:
The Chair shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Committee.
The Committee shall meet on a regularly scheduled basis at least once per year and more frequently as the Committee deems necessary or desirable. The Committee will cause to be kept adequate minutes of all its proceedings, and will report its actions to the next meeting of the Board.
The Committee shall have the sole authority, as it deems appropriate, to retain and/or replace, as needed, any independent counsel, compensation and benefits consultants and other outside experts or advisors as the Committee believes to be necessary or appropriate. The Company shall provide for appropriate funding, as determined by the Committee in its sole discretion, for payment of compensation to any such persons retained by the Committee.
DUTIES AND RESPONSIBILITIES:
The duties and responsibilities of the Committee shall include:
- Review, at least annually, the compensation philosophy of the Company.
- Review and approve, at least annually, the objectives relating to the compensation of the chief executive officer, evaluate the performance of the chief executive officer in light of those goals and objectives and determine and establish the recommended compensation of the chief executive officer based on such evaluation and submit the recommended compensation to the Board for approval.
- Review and approve all compensation for all other executive officers of the Company; evaluating the responsibilities and performance of other executive officers and making appropriate recommendations for improving performance.
- Administer and review all executive compensation programs and equity-based plans of the Company. The Committee shall have and shall exercise all the authority of the Board with respect to administering such plans, including approving amendments thereto.
- Making recommendations to the Board with respect to incentive compensation plans and equity based plans.
- Review and approve compensation packages for new executive officers and termination packages for executive officer as requested by management.
- Review and approve the awards made under any executive officer bonus plan, and provide an appropriate report to the Board.
- Review and discuss with the Board and executive officers plans for officer development and corporate succession plans of the chief executive officer, the executive officers and other senior officers.
- Assess overall compensation structure of the Company and adopt a written statement of compensation philosophy and strategy, select an appropriate peer group and periodically review company size, performance and top executive compensation in relation to this peer group.
- Evaluate all perquisites offered to executive officers of the Company.
- Produce an annual Report of the Committee on Executive Compensation for the Company’s annual proxy statement in compliance with applicable SEC rules and regulations and relevant listing authority.
- Review and discuss with management the Company's disclosures under "Compensation Discussion and Analysis" (the "CD&A"), and based on such review and discussion, make a recommendation to the Board as to whether the CD&A should be included in the Company's annual report on Form 10-K and, as applicable, the Company's proxy statement.
- Annually evaluate the Committee’s performance and this Charter.