Compensation Committee

Role

The Compensation Committee (“Committee”) assists the Board of Directors (“Board”) to monitor the performance of and set the annual compensation for key officers of the Forum of Incident Response & Security Teams,Inc. (FIRST), as well as to review FIRST’s general compensation and benefit programs.

Authority and Membership

  1. The Committee is a committee of the Board established under Section IV.15 of the Bylaws. A majority of directors then in office will appoint members of the Committee and a Chair of the Committee, each to serve for two-year terms.
  2. The Board may fill vacancies on the Committee. The Board may remove a Committee member from the Committee at any time, with or without cause.

Operations

  1. The Committee will meet with such frequency as it may determine. The Chair of the Committee will preside over Committee meetings. A majority of Committee members will constitute a quorum. Committee approvals will require a vote of a majority of the Committee members present at a meeting at which a quorum is present.
  2. The Committee will keep minutes of its meetings and report its activities to the Board on a regular basis.
  3. The Committee may invite individuals who are not Board members to participate in Committee meetings, but these individuals will not have voting power and will not be held out as Committee members. The Committee may request any officer or employee of FIRST, or outside consultants, counsel, or other advisers,to attend meetings or meet with Committee members.

Responsibilities

  1. Obtains from and discusses with the Board Chair
    • An annual review by the Board Chair of the CEO’s performance and
    • The Board Chair’s recommendation for performance goals for the CEO for the subsequent year.
  2. Makes recommendation to the Board regarding the CEO’s performance goals and compensation in accordance with the FIRST Compensation Review Policy.
  3. Review periodically general staff compensation and benefit programs and make recommendations to the Board regarding such programs and personnel policies.
  4. Review this charter at least annually and recommend any proposed changes to the Board for review.

Contact execdir@first.org for details.