The Compensation Committee of our Board currently consists of Nanci E. Caldwell (Chair), Graham V. Smith and Godfrey R. Sullivan. The Compensation Committee is responsible for determining and making recommendations with respect to all forms of compensation to be granted to our executive officers and reviewing our disclosures on executive compensation for inclusion in our annual proxy statement for our annual meeting of stockholders in accordance with applicable rules and regulations.
Nanci Caldwell serves as the Compensation Committee’s Chair and our Board has determined that each member of the Compensation Committee meets the applicable independence requirements promulgated by Nasdaq and the SEC. In addition, each member of the Compensation Committee is an “outside director” as defined in Section 162(m) of the Internal Revenue Code, and is a “non-employee director” as defined under Section 16 of the Exchange Act.
As described more fully in its charter, the Compensation Committee is responsible for determining and making recommendation with respect to all form of compensation to be granted to our directors, executive officers and employees and for producing an annual report on executive compensation for inclusion in our proxy statement for our annual meeting of stockholders. In fulfilling its role, the Committee:
In accordance with its charter, the Compensation Committee must be comprised of a minimum of three Board members, appointed by the Board, each of whom shall meet any independence requirements promulgated by the SEC and at least two of whom shall meet the requirements for a “non-employee director” set forth in Rule 16b-3 of the Exchange Act. Any member of the Compensation Committee who does not meet the requirements for a “non-employee director” is required to recuse him or herself from any vote by the Committee to approve equity awards to our directors or executive officers to the extent necessary for such equity awards to be exempt from “short-swing profit” liability pursuant to Section 16 of the Exchange Act. Each member of the Compensation Committee shall also meet any independence and compensation committee composition requirement promulgated by Nasdaq, any other exchange upon which our securities are traded, the Internal Revenue Service (including the requirements of Section 162(m) of the Internal Revenue Code), or any governmental or regulatory body exercising authority over Citrix, and each member of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
Our Board appoints the members of the Compensation Committee annually and each member is to serve until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. Unless a Chair is elected by the full Board, the members may designate a Chair by majority vote of the full Committee membership.
The Compensation Committee meets as necessary, but at least four times each year, to enable it to fulfill its responsibilities and duties as set forth in its charter. The Compensation Committee may invite members of management or others to attend Committee meetings and provide pertinent information as the Committee may request on the issues being considered, provided that our Chief Executive Officer may not be present during any voting or deliberations regarding his own compensation.
The Compensation Committee reports its actions to the Board and keeps written minutes of its meetings, which are recorded and filed with our books and records.
We encourage you to refer to the Compensation Committee charter for a detailed listing of the actions that the Committee must take in order to fulfill its responsibilities and duties, including the following:
Review and approve corporate goals and objectives relevant to compensation of our Chief Executive Officer, evaluate our Chief Executive Officer’s performance in light of those goals and objectives and establish and recommend, subject to approval by the full Board, the appropriate level of base compensation and all variable cash, equity-based and other compensation for our Chief Executive Officer based on this evaluation.
The Compensation Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Committee’s discretion, to fulfill its duties under its charter.
The Compensation Committee may appoint, retain, terminate and oversee the work of any independent experts and consultants and instruct such experts and consultants that they should report directly to the Committee on matters pertaining to the work performed during their engagement. Additionally, the Compensation Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities and duties, as described above, and may seek and retain accounting, legal, consulting or other expert advice from a source independent of management at the expense of Citrix.
Before selecting or receiving advice from any compensation consultant, legal counsel or other adviser, other than in-house legal counsel, the Compensation Committee shall consider the following factors as well as any other factors required to be considered by the rules promulgated by Nasdaq, any other exchange upon which securities of the Corporation are traded, or the SEC: