Compensation Committee


The Compensation Committee shall be comprised of those persons appointed by the Board of Directors. The President shall appoint the Chairman of the Committee.

Statement of Policy

The purpose of the Committee is to advise the President and the Board of Directors on matters concerning corporate compensation policy and procedures with regard to salary administration, incentive plans, and any other related matters of interest or concern.


Meetings of the Committee will be convened by the Chairman as required. The Committee will meet at least once each calendar year.

Duties and Responsibilities

The primary duties and responsibilities of the Committee are as follows:

Salary Administration

  • Review recommended changes in policies or procedures outlined in Graybar's Salary Administration Policy.
  • Review salary expense trends and recommend changes in salary structures and merit increase guidelines.
  • Review relevant data and recommend salary adjustments for the President, subject to the approval of the Board of Directors.

Incentive Plans

  • Review incentive plans on a continuing basis to assure that the plans are administered in conformance with their stated purpose and plan guidelines, and that costs are within established expense parameters.
  • Review proposed changes to existing incentive plans and proposals for new incentive plans.
  • Make recommendations to the President and/or Board of Directors on plan changes.


The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including convening subcommittees and obtaining assistance and advice from professional consultants, as appropriate, on specific topics or issues.

  • Actions of the Committee on salary administration matters are subject to approval of the President.
  • Actions of the Committee on incentive plan matters are subject to the approval of the President and Board of Directors.