https://www.avient.com/sites/default/files/2024-09/Compensation Committee Charter July 2024.pdf
AVIENT CORPORATION COMPENSATION COMMITTEE CHARTER Membership • The Committee will consist entirely of directors who meet the definition of “independent” as set forth in the Corporate Governance Standards of the New York Stock Exchange, including the additional independence requirements set forth in New York Stock Exchange Listed Company Manual Section 303A.02(a)(ii). • Members of the Committee will be appointed by the Board each year. • Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board member. • The Committee shall consist of a minimum of three directors.
Evaluation of the Chief Executive Officer. • Develop and maintain a process to enable the Board to evaluate the performance of the Chief Executive Officer on an annual basis and timely communicate the results of any such evaluation to the Chief Executive Officer.
Independence Assessment of Outside Advisers • The Committee may select a compensation consultant, legal counsel or other adviser to the Committee or receive advice from a compensation consultant, legal counsel or other adviser (other than in-house legal counsel or 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: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or 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, and about which the compensation consultant does not provide advice) only after taking into consideration all factors relevant to that person’s independence from management, including the following: 5 • the provision of other services to the Company by the employer of the compensation consultant, legal counsel or other adviser; • the amount of fees received from the Company by the employer of the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the employer of the compensation consultant, legal counsel or other adviser; • the policies and procedures of the employer of 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 Committee; • any stock of the Company 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 employer of the adviser with an executive officer of the Company. • The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.