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Charter of the Compensation Committee of the Board of Directors of Micron Technology, Inc.
1. Purpose
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) shall be to assist the Board in discharging its responsibilities with respect to the compensation of the Company’s officers.
2. Membership, Qualifications, and Compensation
2.01 Appointment. Committee members shall be appointed by and serve at the discretion of the Board. The Committee shall consist of at least two members of the Board. Members of the Committee shall meet the criteria of this Section 2 as well as all other criteria, if any, required by the Securities and Exchange Commission (“SEC”) or the Nasdaq Global Select Market of The Nasdaq Stock Market LLC (“Nasdaq”).
2.02 Independence. Each member shall be “independent” as defined in the listing standards of Nasdaq, as in effect from time to time and, to the extent applicable and appropriate, each member shall qualify as a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). In determining whether a director is eligible to serve on the Committee, the Board also must consider the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company or any subsidiary thereof to the director, and whether the director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company to determine whether such compensation and/or affiliation would impair the director’s judgment as a member of the Committee.
2.03 Qualification. Each member shall have experience in the judgment of the Board that would be useful in addressing matters delegated to the Committee.
2.04 Committee Compensation. The fees and other compensation, if any, paid to members of the Committee shall be determined by the Board in its sole discretion.
3. Chair
Unless the Board elects the Committee Chair, the members of the Committee shall designate a Committee Chair by the majority vote of the full Committee membership.
4. Duties and Responsibilities
In order to carry out the purpose described above, the Committee shall undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.
4.01 CEO Compensation. The Committee shall have direct responsibility to review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of such goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation (including salary, bonus, fees, benefits, incentive awards and perquisites) based on this evaluation. In determining the components of the CEO’s compensation, the Committee (and the other independent directors, as the case may be) may consider, without limitation, the Company’s performance, relative shareholder return, the value of similar incentive awards to other CEOs at comparable companies, if any, and past awards to the CEO. For the avoidance of doubt, the Committee (and the other independent directors, as the case may be) are not precluded from approving awards (with or without ratification of the Board) for the CEO and other executive officers as may be required to comply with applicable tax laws (i.e., Section 162(m) of the Code. Finally, nothing in this Charter shall preclude the Committee (and the other independent directors, as the case may be) from approving awards (with or without ratification of the Board) for the CEO and other executive officers that do not satisfy the requirements for qualified performance compensation as defined in Section 162(m) of the Code). Nothing in this Charter should be construed as precluding discussion of CEO compensation with the entire Board generally.
4.02 Senior Officer Compensation. The Committee shall:
a. At least annually, review the evaluation process and compensation structure for those officers of the Company who have been designated “Section 16 Officers” by the Board (such officers being collectively referred to herein as the “Senior Officers”).
b. Either as a committee or together with the other independent directors (as directed by the Board), approve the compensation of the Senior Officers (including salary, bonus, fees, benefits, incentive awards and perquisites), taking into account, among other factors, the advice and recommendation of the CEO. Nothing in this Charter should be construed as precluding discussion of non-CEO compensation with the entire Board generally.
c. Except as may otherwise be delegated by the Board, the Committee shall exercise the Board’s authority with respect to the administration of the Executive Officer Performance Incentive Plan (the “EIP”) and other equity incentive plans in effect from time to time, including making any amendments or changes to such plans.
d. Establish and periodically review policies concerning perquisites and benefits.
4.03 Equity Compensation Plans and Administration. The Committee shall exercise the Board’s authority with respect to the administration of equity-based plans, including the amendment thereof, and, except as may otherwise be delegated by the Board to another committee of the Board or to the CEO, the granting of equity awards to any participants therein.
4.04 Disclosure and Reports. The Committee shall review and discuss with management the Compensation Discussion and Analysis (the "CD&A") required to be included in the Company's proxy statement, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included. The Committee shall also produce an annual report of the Committee for inclusion in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.
4.05 Delegation of Board Authority to Committee. The Board may periodically authorize the Committee to have a level of approval authority for all or certain activities within the scope of the Committee’s duties set forth in this Charter and with respect to such activities the Committee shall have the same powers and rights as the Board to authorize and approve such activities up to such level of approval authority. With respect to activities exceeding any such level of approval authority of the Committee, the Committee shall submit for approval recommendations to the Board.
4.06 Access. The Committee shall enjoy full access to the Company’s officers, employees, books, records and facilities as may be appropriate or necessary to carry out its responsibilities, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption to the Company’s management, business and operations. To avoid disruption, such requests for access shall be coordinated through the Committee Chair.
4.07 Consultants and Advisors. The Committee shall have authority, in its sole discretion, to retain or obtain advice and assistance from internal or external legal, accounting, financial and compensation experts, including such other consultants or advisors, as deemed appropriate by the Committee, for the purpose of completing its duties hereunder. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee and shall have sole authority to approve related fees and terms and conditions of the engagement. The Company will provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration factors relevant to each adviser’s independence from management, including the factors specified in the Nasdaq listing standards; however, the Committee may select, or receive advice from, any compensation adviser it prefers, including ones that are not independent, after considering the relevant independence factors. The Committee shall ensure that any disclosure required by the rules and regulations of the SEC or Nasdaq related to the foregoing is included in the Company's proxy statement.
4.08 Reports. The Committee shall report regularly to the Board the Committee’s activities, evaluations and recommendations, as may be appropriate and as are consistent with this Charter.
4.09 Say-on-Pay. The Committee shall oversee all matters relating to the stockholder approval of executive compensation (“say-on-pay” votes), including with respect to the outcome of any say-on-pay vote.
4.10 Risk Assessment. The Committee shall annually review whether risks arising from the Company’s compensation plans, programs, policies and practices for its employees are reasonably likely to have a material adverse effect on the Company, including whether the Company’s incentive plans incentivize inappropriate or excessive risk taking.
4.11 Authority to Delegate to Subcommittee. The Committee shall have authority to delegate any of its responsibilities to a subcommittee or subcommittees as it may deem appropriate in its judgment. The subcommittee(s) shall be subject to this Charter.
4.12 Additional Responsibilities. The Committee shall have such additional authority and responsibility as may be required from time to time under the rules and guidelines of the Exchange Act, SEC or Nasdaq listing standards.
4.13 Recommendations to Board. The Committee shall submit for approval recommendations to the Board with respect to any activities within the scope of the Committee’s duties set forth in this Charter that require approval of the Board.
4.14 Other Duties. The Committee shall carry out such other activities within the scope of the Committee’s purpose or as the Board may from time to time delegate to it.
5. Meetings
5.01 Meetings. The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in any case at least annually. The Committee may establish its own schedule, which it will provide annually to the Board in advance. The Committee Chair or a majority of the Committee members may call meetings of the Committee. Meetings of the Committee may be held telephonically or by means of other communications equipment by means of which all persons participating in the meeting can hear each other.
5.02 Meeting Attendance and Invitees. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, officer of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons, other than Committee members, it deems appropriate in order to carry out its responsibilities. The CEO may not be present during voting or deliberation on his or her own compensation.
6. Minutes
The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board.
7. Voting
Each member of the Committee shall have one vote on any matter requiring action by the Committee. One-third of the members, but no fewer than two members, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members present at any duly-called meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members. The Committee Chair shall be entitled to cast an additional vote to resolve any ties.
8. Performance Evaluation
At least annually, the Committee shall conduct a performance evaluation of the Committee, including a review of this Charter.
As amended and restated effective October 13, 2022.