In accordance with its charter, the Compensation Committee must be comprised of a minimum of three Board members, appointed by the Board, each of whom shall meet any independence requirements promulgated by the SEC and at least two of whom shall meet the requirements for a “non-employee director” set forth in Rule 16b-3 of the Exchange Act. Any member of the Compensation Committee who does not meet the requirements for a “non-employee director” is required to recuse him or herself from any vote by the Committee to approve equity awards to our directors or executive officers to the extent necessary for such equity awards to be exempt from “short-swing profit” liability pursuant to Section 16 of the Exchange Act. Each member of the Compensation Committee shall also meet any independence and compensation committee composition requirement promulgated by Nasdaq, any other exchange upon which our securities are traded, the Internal Revenue Service (including the requirements of Section 162(m) of the Internal Revenue Code), or any governmental or regulatory body exercising authority over Citrix, and each member of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
Our Board appoints the members of the Compensation Committee annually and each member is to serve until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. Unless a Chair is elected by the full Board, the members may designate a Chair by majority vote of the full Committee membership.
The Compensation Committee meets as necessary, but at least four times each year, to enable it to fulfill its responsibilities and duties as set forth in its charter. The Compensation Committee may invite members of management or others to attend Committee meetings and provide pertinent information as the Committee may request on the issues being considered, provided that our Chief Executive Officer may not be present during any voting or deliberations regarding his own compensation.
The Compensation Committee reports its actions to the Board and keeps written minutes of its meetings, which are recorded and filed with our books and records.