Compensation Committee

 

 

AMAG PHARMACEUTICALS, INC.

Amended and Restated November 7, 2006 Charter of the Compensation Committee of the

Board of Directors Amended and Restated as of March 22, 2018

A. Purpose

The purpose of the Compensation Committee is to discharge certain of the responsibilities of the Board of Directors relating to compensation of the directors and officers of AMAG Pharmaceuticals, Inc. (the "Corporation").

B. Structure and Membership

Number. The Compensation Committee shall consist of at least three members of the Board of Directors.

Independence. Except as otherwise permitted by the applicable rules of the U.S. Securities and Exchange Commission or The NASDAQ Global Market (or such other market, exchange or electronic quotation system upon which shares of the Corporation’s Common Stock are primarily traded from time to time) (in each case, the "Applicable Rules"), each member of the Compensation Committee shall be an "independent director" as defined by the Applicable Rules and the Compensation Committee shall meet any compensation committee composition requirements of the Applicable Rules. In determining the members of the Compensation Committee, the Board of Directors will consider whether the members qualify as "non-employee directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, to the extent necessary, as "outside directors" as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder.

Chair. Unless the Board of Directors elects a Chair of the Compensation Committee, the Compensation Committee shall elect a Chair by majority vote.

Compensation. The compensation of Compensation Committee members shall be as determined by the Board of Directors.

Selection and Removal. Members of the Compensation Committee shall be appointed by the Board of Directors. The Board of Directors may remove members of the Compensation Committee from such committee, with or without cause. Resignation or removal of a director from the Board of Directors for whatever reason, shall automatically constitute a resignation or removal, as applicable, from the Compensation Committee.

C. Authority and Responsibilities

General

The Compensation Committee shall discharge its responsibilities, and shall assess the information provided by the Corporation's management, in accordance with its business judgment.

Compensation Matters

1. Officer Compensation.

(a) Subject to the provisions of Section C(3) of this Charter regarding incentive plan administration, the Compensation Committee shall have the authority, on behalf of the Board to review, negotiate, authorize and approve the recruitment and hiring of any executive officer (as defined in Section 3b-7 of the Exchange Act, and the rules and regulations thereunder) and any other officer of the Corporation with a title of Senior Vice President or higher (each an "Officer"). The Compensation Committee has the authority to determine the compensation for all Officers of the Corporation, including the Chief Executive Officer (the "CEO"). For purposes of this Charter, the term "compensation" shall be deemed to include:

Salary;

Bonus and incentive compensation levels;

Deferred compensation;

Executive perquisites;

Equity compensation, including awards to induce employment;

Severance arrangements;

Change-in-control benefits; and

All other forms of compensation (including any material changes thereto).

(b) The Compensation Committee or the Board, as the case may be, shall meet without the presence of any executive officer whose compensation it is then approving.

2. Plan Recommendations and Approvals. The Compensation Committee shall periodically review and make recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans in which any executive officer is participating or for which stockholder approval is sought. The Compensation Committee shall have authority to approve, or recommend for approval by the Board of Directors as the Compensation Committee deems advisable, any tax-qualified, non-discriminatory employee benefit plans (and any parallel nonqualified plans) or incentive-compensation plans and equity based plans for which stockholder approval is not sought and pursuant to which options or stock may be acquired by non-executive officers, directors, employees or consultants of the Corporation.

3. Incentive Plan Administration.

(a) Subject to the provisions of Section C(1) of this Charter, the Compensation Committee shall have the authority to exercise all rights, authority and functions of the Board of Directors under all of the Corporation 's stock option, stock incentive, employee stock purchase and other equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that, except as otherwise expressly authorized to do so by a plan or resolution of the Board of Directors, the Compensation Committee shall not be authorized to amend any such plan. (b) To the extent permitted by applicable law and the provisions of a given Board-approved equity-based plan, and consistent with the requirements of applicable law and such equity-based plan, the Compensation Committee may delegate to one or more executive officers of the Corporation its authority to grant options or other stock awards pursuant to such equity-based plan to any employee or consultants of the Corporation or any subsidiary of the Corporation within the parameters provided by resolution of the Compensation Committee. (c) The Compensation Committee may delegate to the Chair or any other member of the Compensation Committee its authority to grant options or other stock awards pursuant to any Board-approved equity-based plan to any employee and consultant of the Corporation or any subsidiary of the Corporation within the parameters provided by resolution of the Compensation Committee.

4. Director Compensation. The Compensation Committee shall periodically review and make recommendations to the Board of Directors with respect to director compensation.

5. Public Disclosure and Compensation Committee Report on Executive Compensation. The Compensation Committee shall provide oversight regarding the Corporation’s public disclosure of director and executive compensation information. Further, the Compensation Committee shall prepare for inclusion where necessary in a proxy or information statement of the Corporation relating to an annual meeting of security holders at which directors are to be elected (or special meeting or written consents in lieu of such meeting) or in any other filing with the Securities and Exchange Commission, such reports and/or other disclosures as are required by the rules and regulations applicable to such proxies, information statements or other filings.

6. Additional Powers. The Compensation Committee shall have such other duties as may be delegated from time to time by the Board of Directors.

D. Procedures and Administration

  1. Meetings. The Compensation Committee shall meet as often as it deems necessary in order to perform its responsibilities. A majority of the members of the Compensation Committee shall constitute a quorum for purposes of holding a meeting and the Compensation Committee may act by a vote of a majority of members present at such meeting. The Compensation Committee may also act by unanimous written consent in lieu of a meeting. The Compensation Committee shall keep such records of its meetings as it shall deem appropriate.
  2. Subcommittees. The Compensation Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances (including (a) a subcommittee consisting of a single member and (b) a subcommittee consisting of at least two members, each of whom qualifies as a "non-employee director," as such term is defined from time to time in Rule 16b-3 promulgated under the Exchange Act, and, to the extent necessary, an "outside director," as such term is defined from time to time in Section 162(m) of the Code).
  3. Reports to Board. The Compensation Committee shall report regularly to the Board of Directors.
  4. Charter. The Compensation Committee shall periodically (and at least annually) review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval. To the extent permitted under applicable law and listing standards, and to the extent permitted or otherwise not prohibited under the terms of any incentive plan, the Compensation Committee may delegate any authority granted to it under this Charter to the Chair or any other member of the Compensation Committee, or to any member or members of senior management, as it deems advisable.
  5. Independent Advisors and Consulting Arrangements. The Compensation Committee shall have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer and/or director compensation and shall have the authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to commission compensation surveys or studies as the need arises. The Compensation Committee is empowered, without further action by the Board of Directors, to cause the Corporation to pay the compensation of such consultants as established by the Compensation Committee.

The Compensation Committee is authorized to, and must, have direct responsibility for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the Compensation Committee and the Corporation must provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any such compensation consultant, legal counsel or other adviser; and

Before any compensation consultant, legal counsel or other adviser (other than (1) in-house legal counsel or (2) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: (i) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Corporation, and that is available generally to all salaried employees or (ii) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, legal counsel or other adviser and about which the compensation consultant, legal counsel or other adviser does not provide advice) is selected by, or provides advice to, the Compensation Committee, the Compensation Committee shall take into consideration the following factors:

  • The provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel or other adviser;
  • The amount of fees received from the Corporation by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
  • The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
  • Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Compensation Committee;
  • Any stock of the Corporation owned by the compensation consultant, legal counsel or other adviser; and
  • Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Corporation.

6. Investigations. The Compensation Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Corporation to meet with the Compensation Committee or any advisors engaged by the Compensation Committee.

7. Periodic Self-Evaluation. The Compensation Committee shall evaluate its own performance from time to time as appropriate.

Gino Santini John A. Fallon, M.D. James R. Sulat
  • Member
  • Chair
  • Financial Expert
  • Independent Director