The Governance and Sustainability Committee of the Board of Directors comprises Richard M. Beyer, Linnie M. Haynesworth, Robert E. Switz, and MaryAnn Wright. Ms. Wright serves as the Chair of the Governance and Sustainability Committee.
Charter of the Governance and Sustainability Committee of the Board of Directors of Micron Technology, Inc.
The purpose of the Governance and Sustainability Committee (the “Committee”) of the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) shall be to:
1.01 Director Compensation. Assist the Board in discharging its responsibilities with respect to the compensation of the Company's non-management directors;
1.02 Identification of Candidates. Assist the Board in discharging its responsibilities relating to the identification of qualified candidates to become Board members, consistent with criteria approved by the Board pursuant to Section 4.06 below;
1.03 Recommendation of Nominees. Assist the Board in discharging its responsibilities relating to the selection of nominees for election or re-election as directors at annual meetings of stockholders (or special meetings of stockholders) at which directors are to be elected or re-elected;
1.04 Recommendation of Candidates to Fill Vacancies. Assist the Board in discharging its responsibilities relating to the selection of candidates to fill any vacancies on the Board;
1.05 Sustainability. Assist the Board in overseeing and monitoring the Company’s development and integration of material social and environmental strategies;
1.06 Development of Corporate Governance Guidelines. Assist the Board in discharging its responsibilities relating to the development and recommendation to the Board of Corporate Governance guidelines and principles applicable to the Company;
1.07 Oversight and Evaluation. Assist the Board in discharging its responsibilities to oversee the evaluation of the Board;
1.08 Stockholder Engagement. Assist the Board in discharging its responsibilities relating to stockholder engagement and stockholder proposals;
1.09 Human Capital and Diversity. Assist the Board in discharging its responsibilities relating to the oversight and monitoring of the Company’s human capital management efforts, including, but not limited to, Company culture, talent development and retention, and diversity, equality and inclusion programs and initiatives; and
1.10 Political Activity. Assist the Board in discharging its responsibilities relating to the oversight and monitoring of the manner in which the Company conducts its public policy and government affairs activities, including policies and guidelines regarding political contributions by the Company, lobbying activities, the employee political action committee, contributions to trade associations and other similar organizations that engage in political activity.
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 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 the NASDAQ, in effect from time to time.
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 paid to members of the Committee shall be determined by the Board in its sole discretion.
Unless the Board elects the Committee Chair, the members of the Committee shall designate a 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 Director Compensation. The Committee shall, periodically, evaluate non-management director and Board committee member compensation and recommend to the Board the appropriate level of such compensation. In determining the appropriate level of non-management director and committee member compensation, the Committee may consider, without limitation, current market trends and industry practices.
4.02 Executive and Director Stock Ownership Guidelines. The Committee shall, periodically, review stock ownership guidelines for the non-management directors and officers of the Company who have been designed “Section 16 Officers” by the Board, and monitor compliance with such guidelines.
4.03 Identification and Evaluation of New Candidates. The Committee shall from time to time as it deems appropriate, or upon request by the Board Chair, identify, recruit, screen and interview individuals that the Committee believes are qualified to join the Board as new members, consistent with criteria approved by the Board pursuant to Section 4.06 below. Stockholder recommendations for directors are subject to the same criteria used to evaluate other candidates.
4.04 Recommendation of Candidates. Prior to each annual meeting of stockholders at which directors are to be elected or re-elected, the Committee shall recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be qualified, willing and available to serve, consistent with criteria approved by the Board pursuant to Section 4.06 below.
4.05 Vacancies on the Board. After a vacancy arises on the Board or a director advises the Board of his or her intention to resign, in the event the Board determines to fill such vacancy, the Committee shall recommend to the Board for appointment, such prospective member of the Board as the Committee, in the exercise of its judgment, has found to be qualified, willing and available to serve, consistent with criteria approved by the Board pursuant to Section 4.06 below.
4.06 Criteria for Selection. For purposes of Sections 4.03 through 4.05 above, the Committee may consider the following Board-approved criteria, with each factor being given such weight, if any, as the Committee deems appropriate in its judgment, when recommending to the Board candidates for election or re-election to the Board:
4.06.01 Incumbency on the Board and overall performance;
4.06.02 Substantial experience in the semiconductor industry or other related industries, which experience has been gained through management, training, oversight or education;
4.06.03 Strong business acumen and judgment acquired through education, training or experience;
4.06.04 Excellent interpersonal skills that facilitate a strong working relationship with other directors of the Company;
4.06.05 Personal and business circumstances that permit the director to have time to provide appropriate oversight of the Company;
4.06.06 Relationships with key individuals in industry, government and educational circles that may be of assistance to the Company and its operations;
4.06.07 Significant experience in making difficult decisions and judgments as an officer or director (or former officer or director) or equivalent of a publicly held company, substantial privately held company or other significant organization;
4.06.08 Specialized knowledge that may be of significant assistance to the Company or its operations;
4.06.09 Ownership in the Company;
4.06.10 “Independence” as defined and required by the listing standards of the NASDAQ and relevant rules and regulations of the SEC;
4.06.11 Factors relating to the overall composition of the Board (including its size and structure) and principles of diversity viewed broadly (including, but not limited to, viewpoints, skills, talents, experience, geography, gender, race and ethnic background); and
4.06.12 Such other criteria as may be meaningful or helpful, in the judgment of the Committee, to the oversight of the Company, given all the relevant facts and circumstances at the time of the search, selection or nomination of a director.
4.07 Contractual Limitations. The foregoing notwithstanding, if the Company is legally required by contract or otherwise to permit a third party to designate one or more of the directors to be elected or appointed (for example, pursuant to rights contained in a Certificate of Designation of a class of preferred stock to elect one or more directors upon a dividend default), then the nomination or appointment of such directors shall be governed by such requirements.
4.08 Majority Voting. The Committee shall recommend to the Board the action to be taken with respect to any offer of resignation from a director who did not receive a majority of votes cast at his or her election.
4.09 Evaluation of Board. The Committee shall oversee the evaluation of the Board.
4.10 Corporate Governance Recommendations. The Committee shall review and make recommendations to the Board regarding corporate governance matters, including, but not limited to, the Company’s certificate of incorporation and, bylaws, the purpose and responsibilities of each of the Board’s committees, including as set forth in their charters, and the size, composition and leadership of the Board and its committees, and shall review emerging corporate governance issues and practices, including proxy advisory firm policies and recommendations.
4.11 Development of Corporate Governance Guidelines. The Committee shall be responsible to develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company, shall review such guidelines annually, and recommend any amendments to the Board for approval.
4.12 Sustainability Strategy. The Committee shall on a periodic basis review the Company’s sustainability strategy and performance, including, but not limited to, material environmental, social, and governance trends and related long and short term Company impacts, as well as the Company's public reporting on these topics.
4.13 Stockholder Engagement, Proposals and Nominations. The Committee shall review on a periodic basis, and as necessary when specific issues arise, the Company’s stockholder engagement plan, if any, and relations with the Company’s stockholders generally, including by reviewing and making recommendations to address stockholder proposals. The Committee shall also review and consider, as appropriate, director nominations submitted by one or more stockholders in accordance with the Company’s bylaws.
4.14 Human Capital and Diversity. The Committee shall review on a periodic basis the Company’s strategy and efforts with respect to human capital management matters, including policies, programs and initiatives focused on the Company’s culture, talent development and retention, and diversity, equality and inclusion, as well as key talent metrics and the Company’s progress toward its overall diversity, equality and inclusion objectives.
4.15 Political Activities. The Committee shall review, at least annually, the Company’s strategy, policies and practices related to political and campaign contributions, and contributions to trade associations and other similar organizations that may engage in political activity; and review, on a semi-annual basis, reports on the Company’s political spending and lobbying activities.
4.16 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.
4.17 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.
4.18 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.
4.19 Consultants and Advisors. The Committee shall have authority to obtain advice and assistance from internal or external legal, accounting and financial experts, including such other consultants or advisors, as deemed appropriate by the Committee, for the purpose of completing its duties hereunder. With respect to the engagement of any search firms to identify director candidates, the Committee shall have sole authority to retain and terminate such persons, if any, including the sole authority to approve related fees and terms and conditions of the engagement.
4.20 Investigations. The Committee shall have authority to conduct or authorize investigations into any matter within the scope of the duties and responsibilities delegated to the Committee as it deems appropriate.
4.21 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.
4.22 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.
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 four times 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 videoconference.
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 Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board.
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.