TIAA Human Resources Committee Charter
Adopted on June 16, 2004
Introduction
The Human Resources Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of TIAA ("Company"), established to support the Board in promoting the best interests of the Company and its policyholders through the implementation of sound compensation and personnel policies and practices. The Committee will accomplish this purpose by, among other things,
- Except as otherwise provided by the Board, recommending to the independent trustees of the Board the appointment and compensation of the chief executive officer ("CEO") and other executive and principal officers and of other employees as appropriate,
- Providing oversight of all of the Company's compensation, incentive, pension, welfare and other benefits programs,
- Producing an annual report on executive compensation for distribution to policyholders.
This Charter of the Committee, which has been approved by the Board, constitutes a statement of the Committee's authority, structure and responsibilities. It provides guidelines for the Committee's interactions with the Board and the management of the Company.
Authority
The Committee shall address compensation and personnel issues of the Company. The Committee shall have authority to retain or obtain advice from internal or external advisors as appropriate, and shall have sole authority to (i) retain and terminate independent consultants to assist in the evaluation of the CEO or other executive officer compensation and (ii) approve fees and other retention terms for such consultants. The Committee may also appoint subcommittees.
Composition
The Committee shall have at least three members, and only independent trustees may be members. Trustees shall be considered independent as long as they meet the independence requirements of the New York Stock Exchange or applicable rules, including rules that may be established by the Committee. Members of the Committee, including the Chairperson, shall be appointed annually by the Board and may be replaced by the Board.
Meetings
The Committee shall meet at least four times annually, or more frequently as circumstances require. The Chairperson of the Committee, in consultation with the other Committee members, shall direct the meeting agendas and determine the frequency and length of the Committee meetings. The Committee shall regularly report to the Board and shall regularly submit approved minutes of its meetings to the Board.
Responsibilities
The Committee's responsibilities include the following:
Appointment and Compensation of CEO and other Executive and Principal Officers
- Review and recommend to independent trustees of the Board all persons to be elected as chairman, CEO, president, chief financial officer, general counsel and other executive officer positions as the Committee determines to be appropriate.
- Periodically review succession plans for the CEO and other executive and principal officers, and make recommendations to the independent trustees of the Board as appropriate.
- Annually review the Company's executive compensation policies and programs to ensure that they are appropriately suited to the Company's need to attract, retain and motivate outstanding executive management, and recommend changes to the independent trustees of the Board as appropriate.
- Develop, in consultation with the CEO, annual goals and objectives for the CEO; with input from the independent trustees and the members of the TIAA Board of Overseers, evaluate the CEO's performance with respect to those goals and objectives; and approve and recommend to the independent trustees of the Board the CEO's compensation based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee will consider appropriate factors, such as the Company's performance and relative policyholder return, the value of similar incentive grants or awards to CEOs at comparable companies, and the grants or awards given to the CEO in past years.
- Review and make recommendations to the independent trustees of the Board regarding the compensation of other executive and principal officers and employees as appropriate, taking into account peer group practices and other appropriate factors, such as corporate and individual performance and historical compensation practices for such officers.
- Produce an annual report on executive compensation to be distributed to policyholders in connection with the annual election of the Company's trustees.
Other Compensation and Benefits Programs
- Review with the CEO and any other officer or member of management, as appropriate, the material criteria used by the CEO and management in evaluating employee performance throughout the organization and in establishing appropriate compensation, retention, incentive, severance and benefit policies and programs. The Committee shall recommend changes in these policies and programs to the Board as appropriate.
- Provide general oversight of the Company's compensation, pension and employee benefit plans, including pension, welfare, benefit, incentive and severance plans, that pertain to employees other than executive officers, and as appropriate in connection with this process, seek appropriate assurances from internal or external advisors that the administration of the plans complies with all applicable laws, rules and regulations.
Employee Recruitment, Development, Promotion and Retention
- Periodically review the Company's programs for the recruitment, development, promotion and retention of employees. Review the composition of the Company's workforce to ensure that employment practices achieve goals of diversity and equal opportunity.
- Oversee the appointment and participation of employees on outside boards.
