COMPENSATION COMMITTEE CHARTER
The Board of Directors of The Greenbrier Companies, Inc. (the Company) shall annually appoint from its members a Compensation Committee. This Charter of the Compensation Committee supplements the provisions of Article III, Section 11(d) of the Companys Amended and Restated Bylaws and further defines the role, authority and responsibility of the Compensation Committee.
Number of Members and Appointment
The Compensation Committee shall be composed of at least two members of the Board of Directors. Members of the Committee shall be appointed annually by the Board of Directors. Vacancies shall be filled by the Board of Directors.
Independence of Members
Members of the Compensation Committee shall be free from any relationship to the Company or its subsidiaries that, in the judgment of the Board of Directors, may interfere with the exercise of their independence from management of the Company. Other than in their capacity as members of the Board of Directors, members of the Compensation Committee may not be affiliates, officers or employees of the Company or any of its subsidiaries and may not accept from the Company or any of its subsidiaries any consulting, advisory or other compensatory fees. Appointments to the Compensation Committee shall be consistent with standards for determining independence promulgated by the Securities and Exchange Commission (the SEC) and the New York Stock Exchange (NYSE), or such other national securities exchange as shall be the principal market for trading of the Companys securities.
Purposes and Responsibilities
The Committees primary purpose is to recommend to the Board of Directors policies and processes for the regular and orderly review of the performance and compensation of the Companys senior executive management personnel, including the President and Chief Executive Officer, and to regularly review, administer, and when necessary recommend changes to equity-based or performance-based compensation plans adopted by the Company.
Without limiting the generality of the foregoing, the Compensation Committee shall also have direct responsibility to:
Meetings, Quorum, Informal Actions, Minutes
The Compensation Committee shall meet on a regular basis. Special meetings may be called by the Chair of the Compensation Committee. A majority of the members of the Compensation Committee shall constitute a quorum. Concurrence of a majority of the quorum (or, in case a quorum at the time consists of two members of the Committee, both members present) shall be required to take formal action of the Compensation Committee. Written minutes shall be kept for all formal meetings of the Committee.
As permitted by Sections 60.337 and 60.341 of the Oregon Business Corporation Act, the Compensation Committee may act by unanimous written consent, and may conduct meetings via conference telephone or similar communication equipment.
Members of the Compensation Committee may meet informally with officers or employees of the Company and its subsidiaries and may conduct informal inquiries and studies without the necessity of formal meetings. The Compensation Committee may delegate to its chair or to one or more of its members the responsibility for performing routine functions.
The Compensation Committee shall report regularly to the Board of Directors and shall annually prepare and submit, for inclusion in managements proxy statement to shareholders in connection with the annual meeting of shareholders, a report in conformity with Item 407(e)(5) of Regulation S-K.
Adopted by the Board of Directors July 13, 2004.
Amended June 28, 2006.
Amended January 8, 2010
Amended January 7, 2011
Amended January 6, 2012