Executive Compensation Committee Charter
The Executive Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Occidental Petroleum Corporation (the “Corporation”) shall have the composition, responsibilities, powers, duties and authority specified in this Charter.
The Compensation Committee's purpose is to:
Review and approve corporate goals and objectives relevant to the Corporation’s Chief Executive Officer’s (the “CEO”) compensation, evaluate, in consultation with the Chairman of the Board, the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation;
Review and approve non-CEO executive officer compensation;
Make recommendations to the Board with respect to incentive-compensation plans and equity-based plans;
Produce a compensation committee report on executive compensation as required by the Securities and Exchange Commission (the “SEC”) to be included in the Corporation’s annual proxy statement or annual report on Form 10-K filed with the SEC;
Administer the stock-based compensation plans of the Corporation, including the 2015 Long-Term Incentive Plan and any other stock-based plan adopted by the Board from time to time (collectively, the “Plans”); and
Perform such other duties and responsibilities set forth in this Charter or that may be expressly delegated to the Compensation Committee by the Board from time to time.
II. Composition, Appointment and Procedures.
The Compensation Committee shall consist of at least three members of the Board, each of whom is an “independent director” as defined in the Corporation’s Governance Policies and as required for Compensation Committee members by the New York Stock Exchange and the rules and regulations of the SEC. At least two members of the Compensation Committee shall also qualify as “outside directors” within the meaning of Internal Revenue Code Section 162(m) and as “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The members of the Compensation Committee shall be appointed by the Board and shall continue to act until their successors are appointed. Members shall be subject to removal at any time by the Board. In deciding whom to appoint, the Board shall take into consideration each potential member’s experience and background, including any specialized knowledge in the areas of executive compensation, employee benefits, and labor and employment law. In addition, in affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Corporation which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to:
the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Corporation to such director; and
whether such director is affiliated with the Corporation, a subsidiary of the Corporation or an affiliate of a subsidiary of the Corporation.
The Compensation Committee shall meet as often as necessary to carry out its responsibilities, including at least one time per year in executive session without management.
The Compensation Committee may delegate any of its duties to a subcommittee comprising one or more members of the Compensation Committee; provided however, that no delegation will cause any award intended to qualify for the following to fail to so qualify: (i) an exempt award pursuant to Rule 16b-3 promulgated under the Exchange Act or (ii) a qualified performance-based award under Internal Revenue Code Section 162(m).
The Compensation Committee Chairman shall be designated by the Board. The Compensation Committee Chairman shall preside at each meeting. In the event the Compensation Committee Chairman is not present at a meeting, the Compensation Committee members present at that meeting shall designate one of its members as the acting chair of the meeting.
The Compensation Committee shall be guided by the following Standing Compensation Principles:
Compensation arrangements shall emphasize pay for performance and encourage retention of those employees who enhance the performance of the Corporation and its affiliates;
Compensation arrangements shall promote ownership of the stock of the Corporation to align the interests of management and stockholders;
Compensation arrangements shall maintain an appropriate balance between base salary and long-term and annual incentive compensation; and
Cash incentive compensation plans for senior executive officers shall link pay to achievement of financial goals set in advance by the Compensation Committee.
IV. Duties and Responsibilities.
The Compensation Committee shall:
Set annual and long-term performance goals for the CEO and evaluate, in consultation with the Chairman of the Board, the CEO’s performance against those goals and the performance of the Corporation’s peer companies, and determine and approve the CEO’s compensation based on this evaluation;
Review and approve the annual salaries, bonuses and other executive benefits of all other executive officers of the Corporation;
Review, evaluate, make recommendations to the Board with respect to the Plans, and administer the Plans, including, but not limited to, selecting participants, making grants and awards, setting performance targets and interpreting the terms and provisions of the Plans, and adopting operating rules necessary to implement the Plans and conform with government requirements;
Periodically review the performance of the Plans and their rules and make any necessary revisions to assure that the purposes of the Plans are met;
Review new executive compensation programs, review on a periodic basis the operation of the Corporation’s executive compensation programs to determine whether they are properly coordinated and reasonably relate to executive performance, and periodically review policies for the administration of executive compensation, including management perquisites;
Review and discuss the Compensation Discussion and Analysis (the “CD&A”) to be included in the Corporation’s proxy statement and annual report on Form 10-K required by the SEC with management and, based on this review and discussion, determine whether or not to recommend to the Board that the CD&A be so included; and
Report to the Board and the Corporation's stockholders with respect to the foregoing.
V. Additional Authority and Operation.
The Compensation Committee shall:
As the Compensation Committee may, in its sole discretion, deem appropriate, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser (each of the foregoing, an “adviser”), and oversee the work of such adviser, who shall report directly to the Compensation Committee, on such terms and conditions, including termination and fees, as the Compensation Committee in its sole discretion shall approve. Notwithstanding the foregoing, the Compensation Committee may select an adviser only after taking into consideration, all factors relevant to that person’s independence from management, including the following:
The provision of other services to the Corporation by the person that employs the adviser;
The amount of fees received from the Corporation by the person that employs the adviser, as a percentage of the total revenue of the person that employs the adviser;
The policies and procedures of the person that employs the adviser that are designed to prevent conflicts of interest;
Any business or personal relationship of the adviser with a member of the Compensation Committee;
Any stock of the Corporation owned by the adviser; and
Any business or personal relationship of the adviser or the person employing the adviser with an executive officer of the Corporation.
Request that any of the Corporation’s officers, employees, outside counsel or other consultants attend a meeting of the Compensation Committee or meet with any of the Compensation Committee’s members or consultants;
Annually review the Compensation Committee’s performance and Charter, which shall include evaluating each member’s qualifications, attendance, understanding of the Compensation Committee’s responsibilities and contribution to the functioning of the Compensation Committee, and recommend any proposed changes to the Board for approval; and
Report to the Board with respect to the foregoing.