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.
Duties and Responsibilities The Committee will: Executive Compensation and Incentives. • Oversee and maintain a competitive executive compensation program to attract and retain qualified executive officers and to provide incentives that reward pay for performance in attaining the Company’s goals and objectives. • Review and approve a peer group of companies to be used for marketplace trend analysis and to assess the competitiveness of the Company’s total compensation opportunities for executive officers. 2 • Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; in conjunction with the evaluation conducted by the Board (including as described in the Company’s Corporate Governance Guidelines), evaluate the Chief Executive Officer’s performance annually in light of these goals and objectives; and determine and recommend to the independent members of the Board for their determination and approval the Chief Executive Officer’s compensation level based on this evaluation and considering comparable market data provided by an independent compensation consultant. • In determining the long-term incentive component of the Chief Executive Officer’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in the past. • Review and approve the compensation of other executive officers of the Company, including benefits and perquisites, taking into consideration the Company’s performance, comparable market data, the performance of each executive officer, and such other factors as may, in the Committee’s discretion, be appropriate. • In evaluating and making recommendations regarding, or determining and approving, executive officer compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act. • Make recommendations to the Board with respect to the approval of incentive compensation plans for executive officers and all equity-based plans. • For annual (or other short term) incentive plans: o Review and approve annual incentive plans (including performance criteria, target awards, payout criteria and similar award design items applicable under such plans) that are applicable to executive officers and any Company officers reporting directly to the Chief Executive Officer. o Review and approve attainment levels and payments to executive officers and any other Company officers reporting directly to the Chief Executive Officer. • For long-term and equity-based incentive plans: o Review and approve the performance criteria, target awards, payout criteria and similar award design items for recipients of grants and awards under the plans. o Review and approve grants, awards, and attainment levels, including equity-based grants, to recipients of grants and awards under such plans. o Review and approve payments for performance-based grants and awards to executive officers and any other Company officers reporting directly to the Chief Executive Officer, as applicable, under such plans. • Administer the Company’s equity-based incentive compensation plans and other plans adopted by the Board that contemplate administration by the Committee. • Review and approve the terms of all employment agreements, executive severance plan and agreements, management continuity agreements and change in control agreements for elected officers. • Approve the adoption and amendment of Company stock ownership guidelines and annually review compliance with these guidelines. 3 Non-employee Director Compensation. • Review the compensation of non-employee directors and make recommendations to the Board regarding changes to existing compensation levels. • Review and recommend to the Board for its approval equity-based grants and awards to non- employee directors under the Company’s equity-based plans and annually review compliance with Company stock ownership guidelines.
Review and Discuss the CD&A; Compensation Committee Report. • With the assistance of management and any outside advisers the Committee deems appropriate (a) review and discuss with management the Company’s disclosures in the CD&A, and, based on this review, make a recommendation as to whether to include it in the Company’s annual report on Form 10-K and proxy statement relating to the Company’s annual meeting of shareholders, and (b) prepare a Compensation Committee Report for inclusion in the Company’s proxy statement or other applicable SEC filings. 4 Board Reports and Annual Evaluation. • Regularly report the Committee’s activities and any recommendations to the Board in such manner and at such times as the Committee or the Board deems appropriate. • Conduct an annual evaluation of the Committee’s performance.