Outside directors of the Board, led by the Chairman, shall evaluate the performance of the Chief Executive Officer on an annual basis.
If a CEO successor-designate has been named, all voting directors (CEO included) shall evaluate such person’s performance on an annual basis.
The Chairman of the Board shall develop written evaluation criteria and a written evaluation form(s) with the advice and consent of the Executive Committee. The form shall contain specific categorical ratings as well as an overall rating. It shall also allow for written comments by directors.
At least 60 days in advance of the last Board meeting of the calendar year, the Chairman of the Board shall mail the evaluation form to the full Board.
Directors shall complete the forms and return them to the Chairman of the Board at least two weeks in advance of the Board meeting. The Board Chair shall create a summary report for the Board containing director ratings and significant comments.
At the last Board meeting of the calendar year of the above mentioned Board meeting, the Chairman of the Board will convene an executive session where the Board will discuss the results of the evaluation(s). The CEO will be invited to participate in the evaluation of the CEO successor-designate. The CEO and Chairman of the Board will meet with him/her.
Following the meeting, the Chairman of the Board will meet to discuss the results of the evaluation with the CEO. In the case of the CEO successor-designate, the CEO and Chairman of the Board will meet with him/her.
The Nominating, Compensation, and Corporate Governance Committee will consider such evaluation in determining any adjustments to the CEO’s (or successor-designate’s) total compensation package.
The Chairman of the Board shall maintain a permanent file of the CEO evaluations and shall transfer it to any successor Chairman of the Board until such time that the CEO leaves employment, at which time the file should be given to the Vice President of Human Resources of the Corporation.