DreamWorks Animation SKG, Inc. Board of Directors
Compensation Committee Charter
(Adopted as amended as of October 24, 2012)
The Compensation Committee (the "Committee") of the Board of Directors of DreamWorks Animation SKG, Inc. (the "Board") shall (i) review the Company's compensation practices and policies, (ii) annually review and approve the compensation for the Chairman of the Board (the "Chairman") and the chief executive officer (the "CEO"), (iii) annually review and approve the compensation for the other senior executives, (iv) evaluate Chairman and CEO performance, (v) review and discuss with management disclosures in the "Compensation Discussion and Analysis" and make a recommendation to the Board as to whether such disclosures shall be included in the appropriate regulatory filing, and (vi) annually prepare a Compensation Committee Report for inclusion in the Company's proxy statement.
The Committee’s membership shall be determined by the Board based on the recommendations from the Nominating and Corporate Governance Committee and shall consist of at least three directors. Unless otherwise approved by the Board, all members of the Committee shall (i) meet the independence requirements of the listing standards of the NASDAQ as in effect from time to time and the Company's Corporate Governance Guidelines (ii) qualify as "Non-Employee Directors" for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and (iii) qualify as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Each member shall serve until his or her successor is duly appointed and qualified or until such member's resignation or removal by a majority vote of the Board.
The responsibilities of the Committee include:
The Committee shall designate one member of the Committee to act as its chairperson. The Committee shall meet in person or telephonically at least four times per year at such times and places determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. The chairperson, with input from the other members of the Committee and, where appropriate, management, shall set the agendas for Committee meetings
A majority of the members of the Committee shall constitute a quorum; when more than two members are present, the act of a majority of such members at a meeting at which a quorum exists shall be the act of the Committee.
The Committee may request that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may exclude from its meetings any persons it deems appropriate. The CEO may not be present during the voting for or deliberations about the CEO’s compensation, but may be present for the voting or deliberations regarding the compensation of the other senior executives.
The Committee may form and delegate authority to subcommittees.
The Committee shall maintain minutes or other records of its meetings and shall give regular reports to the Board on these meetings and such other matters as required by this Charter or as the Board shall from time to time specify. Reports to the Board may take the form of oral reports by the chairperson of the Committee or any other member of the Committee designated by the Committee to give such report.
Except as expressly provided in this Charter, the Company's by-laws or the Company's Corporate Governance Guidelines, or as required by law, regulation or NASDAQ listing standards, the Committee shall set its own rules of procedure.