Compensation Committee Members
Compensation Committee Charter
Cerner’s Board of Directors established the charter for the Compensation Committee by delegating to the Committee the authority to:
(a) Evaluate the performance and establish total compensation (including salary, equity-based awards and other components) of the Chairman and Chief Executive Officer;
(b) Review and approve all compensation (including salary, equity-based awards and other components) of the Section 16 executive officers of the Corporation;
(c) Review and approve metrics and targets which form the basis of the Corporation’s incentive compensation, bonus or qualified retirement plans and review proposed executive bonus payouts prior to payment;
(d) In consultation with senior management, review and approve the general compensation philosophy, policies and practices of the Corporation applicable to other associates;
(e) In consultation with senior management, review the general compensation philosophy, policies and practices of the Corporation applicable to all associate benefit plans;
(f) Review and make recommendations to the Board of Directors regarding the establishment of equity compensation plans and review and approve the termination of equity compensation plans;
(g) Review and approve the establishment and termination of qualified retirement plans;
(h) Periodically review actions taken by officers with respect to associate benefit plans;
(i) Review and make recommendations to the Board of Directors regarding the establishment of Board member compensation;
(j) Review and discuss with management the disclosures under the section of the annual Proxy Statement titled “Compensation Discussion and Analysis” (the “CD&A”) and based on such review, make a recommendation to the Board of Directors as to whether the CD&A should be included in Cerner’s Annual Report on Form 10-K and, as applicable, Cerner’s Proxy Statement;
(k) Produce an annual report of the Compensation Committee for inclusion or incorporation by reference into Cerner’s Annual Report and Proxy Statement;
(l) Review and discuss items required to be included in Cerner's annual Proxy Statements pursuant to Rules 14a-21(a) and 14a-21(b) under the Securities Exchange Act of 1934 (the so-called "Say-on-Pay" and "Say-When-on-Pay" votes, respectively) and make recommendations to the Board of Directors regarding such matters;
(m) Review and discuss the results of "Say-on-Pay" and "Say-When-on-Pay" votes;
(n) Determine and recommend to the Board of Directors, for reporting to the SEC within 150 calendar days of a shareholder vote, the frequency of Cerner’s "Say-on-Pay" vote to be held at annual meetings of Cerner's shareholders;
(o) Conduct an annual review of its own performance;
(p) Make regular reports to the Board of Directors on the Compensation Committee’s activities;
(q) Review and reassess this Charter annually and recommend any proposed changes to the Board of Directors for approval;
(r) Carry out such special assignments as the Board of Directors may, from time to time, give to the Compensation Committee; and
(s) Retain outside consultants, including special legal counsel or compensation consultants, to review executive compensation, Board member compensation or perform any other analysis the Compensation Committee deems appropriate.
Adopted by the Compensation Committee on May 19, 1997,
Revised by the CC on Dec. 3, 1998,
Revised by the CC and the Board of Directors on
Jan. 21, 2000, Dec. 5-6, 2002, and March 8-9, 2005, and
Revised by the Board of Directors on May 22, 2008, and March 8-9, 2011.