TIAA Human Resources Committee Charter

Amended as of May 17, 2012

Purpose

The Human Resources Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of TIAA ("Company"), established to assist the Board in fulfilling its oversight responsibilities through the implementation of sound compensation and personnel policies and practices.

Responsibilities

The Committee’s responsibilities include:

  • Recommending the annual election of the Chief Executive Officer ("CEO"), President, Chief Financial Officer and the other executive and principal officers;
  • Annually reviewing succession plans for the executive and principal officers (except for the CEO which is the responsibility of the TIAA Nominating and Governance Committee);
  • Annually reviewing the Company’s executive compensation policies and programs, and recommending changes; and overseeing the adoption by management of other policies to manage the risks associated with human capital;
  • Reviewing the annual goals for the CEO; evaluating the performance of the CEO against those objectives; and, after considering comparative data and other relevant information, recommending the CEO’s annual compensation to the Board for approval;
  • After considering the advice of the CEO and other relevant information, such as comparative data and performance evaluations, recommending the compensation for the other executive and principal officers and any salaried employee if the compensation to be paid to such employee is equal to, or greater than, the compensation received by any executive or principal officer to the Board for approval;
  • Approving the annual TIAA report on executive compensation;
  • Reviewing the standards used in the performance evaluation of the other Company officers and managers;
  • Reviewing the Company’s compensation (including incentive and severance), pension and benefit policies and plans that relate to employees other than executive and principal officers;
  • Periodically reviewing the Company’s recruitment, development, promotion and retention programs;
  • Periodically reviewing the composition of the Company’s workforce in terms of diversity and equal opportunity;
  • Appointing officers other than executive and principal officers and recommending the compensation of other appointed officers; and
  • Approving memberships on outside boards in accordance with the Company’s Policy on Outside Board Memberships.

Membership and Organization

The Committee shall consist of at least four members, all of whom shall be independent as that term is defined by the Listing Standards of the New York Stock Exchange and the rules of the Department of Financial Services.

  • The members of the Committee shall be appointed by the Board and shall serve one year terms or until their successors are elected and qualified.
  • The Board shall appoint members for a period shorter than one year in the event of a vacancy.
  • The Committee may delegate its authority to a subcommittee or subcommittees consisting of its members.
  • The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings.
  • The Committee shall review and reassess this charter periodically and recommend changes to the Nominating and Governance Committee.

Meetings

  • The Committee shall meet at least four times per year.
  • The Chairman of the Committee may call a special meeting of the Committee upon due notice to the Corporate Secretary and each other member at least 48 hours prior to the meeting.
  • A majority of members shall constitute a quorum.
  • A majority of the members present shall decide any question brought before the Committee.

Advisors

  • The Committee shall have the authority, at the expense of the Company, to retain such independent accountants, lawyers or other advisors as it shall deem appropriate without prior management approval.

Performance Review

  • The Committee shall evaluate its performance annually and report its conclusions to the Nominating and Governance Committee.

The Human Resources Committee’s responsibilities and powers as delegated by the Board are set forth in this charter. The Committee relies to a significant extent on information and advice provided by management and independent advisors. Whenever the Committee takes action, it exercises its independent judgment on an informed basis that the action is in the best interests of the Company.

Proxy Information

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© 2013 and prior years, Teachers Insurance and Annuity Association - College Retirement Equities Fund (TIAA-CREF), New York, NY 10017