Compensation Committee Charter

Purpose

The purpose of the Compensation Committee of the Board of Directors (the “Committee”) of Genesco Inc. (the “Company”) is to assist the Board in the discharge of its responsibilities relating to compensation of the Company’s directors and executive officers. The Committee also shall produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement. The Committee shall make regular reports to the Board of Directors and shall review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board.

Powers and Duties

The powers and duties of the Committee are as follows:

Review the alignment of executive compensation and benefit programs, policies and practices with Company values and strategy, and the creation of value for stockholders.
Oversee and review executive compensation programs, benefits, policies and practices with a view to attract, motivate and retain qualified executive officers and other key employees of the Company and make recommendations to the Board of Directors with respect to compensation, incentive compensation plans and equity-based plans for directors and officers of the Company.
Review and, except for compensation which applicable law or regulations or the terms of the applicable compensation plan require the Committee (or a committee of independent directors) alone to authorize or approve, make recomendations to the Board of Directors with respect to compensation and incentive arrangements (incluing any employment or severance arrangements) with the Chairman and the Chief Executive Officer, The Committee shall authorize and approve any compensation which applicable law or regulation or the terms of applicable compensation plan require it (or a committee of independent directors) alone to approve. In determining or recommending, as applicable, the long-term incentive component of Chief Executive Officer compensation, the Committee will 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 past years.
Review and determine compensation and incentive arrangements (including any employment or severance agreements) for the senior executive officers of the Company other than the Chairman and Chief Executive Officer.
Review policies in the area of management perquisites.
Engage, compensate and terminate any compensation consultant or other advisor used by the Committee in performing the duties set forth in this Charter.
Review and discuss with management the Company's executive compensation disclosure including Compensation Discussion and Analysis ("CD&A") required by SEC regulations. Based on such review and discussion, determine whether to recommend to the Board that the CD&A in the from prepared by management be included in the Company's annual report or proxy statement.
Prepare the Compensation Committee report required by SEC regulations for inclusion above the names of the members of the Committee in the Company's annual report or proxy statement. This report shall state whether (a) the Committee reviewed and discussed with management the CD&A and (b) based on such review and discussion, the Committee recommended to the Board that the CD&A be included in the annual report or proxy statement.
Review annually its own performance.
Make such recommendations to the Board of Directors as the Committee may consider appropriate and consistent with its purpose, and take such other actions and perform such services as may be referred to it from time to time by the Board of Directors.

Meetings

The Committee shall meet at least two times annually and more frequently as necessary or appropriate. Special meetings of the Committee may be called on two hours notice by the Chairman of the Board or the Committee Chairman. A majority of the Committee shall constitute a quorum, and the Committee shall act only on the affirmative vote of a majority of the members present at the meeting. The Committee shall maintain minutes of all meetings documenting its activities and recommendations to the Board.

Composition of the Committee

The Committee shall be comprised of not less than three Board members, each of whom shall (i) meet the independence requirements of the New York Stock Exchange, (ii) be a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and (iii) be an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee.