https://www.avient.com/sites/default/files/2024-10/Compensation Committee Charter - Final.pdf
AVIENT CORPORATION COMPENSATION COMMITTEE CHARTER Membership • The Compensation Committee (“Committee) of the Board of Directors (“Board”) of Avient Corporation (“Company”) shall consist of a minimum of three directors. • The Committee will consist entirely of directors who the Board has determined have no material relationships with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company, and: o who meet the definition of “independent” as set forth in the Corporate Governance Standards of the New York Stock Exchange; and o qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). • 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.
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 only after taking into consideration all factors relevant to that person’s independence from management, including the following: o the provision of other services to the Company by the employer of the compensation consultant, legal counsel or other adviser; o 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; o the policies and procedures of the employer of the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; o any business or personal relationship of the compensation consultant, legal counsel, or other adviser with a member of the Committee; o any stock of the Company owned by the compensation consultant, legal counsel, or other adviser; and o 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 is not required to assess the independence of any in-house legal counsel or compensation consultant, legal counsel, or other adviser whose role is limited to the 5 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 non-employee 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. • 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.