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Purpose
The functions of the Compensation Committee include development of compensation strategy and review of the compensation and performance of all officers of the Company including the CEO, review and approval of criteria for the granting of bonuses, and administration of the Company’s stock-based benefit plans and other officer and director compensation arrangements.
Organization
The Company’s Board of Directors shall select three or more of its members, all of whom satisfy the definition of "independent" under NASDAQ Rules and rules promulgated under the Securities Exchange Act of 1934, to serve as members of the Compensation Committee. All Committee members shall also be "non-employee directors" as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and "outside directors" as defined by Section 162(m) of the Internal Revenue Code. Each member will serve at the pleasure of the Board of Directors and for such term or terms as the Board shall determine.
Meetings
The Committee will meet as often as its members deem necessary to perform the Committee's responsibilities. The agenda of each meeting will be prepared by the Chair of the Committee and, whenever reasonably practicable, circulated to each member prior to the meeting date.
Specific Grant of Authority and Responsibilities
- Review and approve overall compensation strategy for officers including goals and objectives relevant to officer compensation
- Review and approve overall compensation policies and programs
- Review with the CEO at least annually the performance of all officers and report the Committee's findings and conclusions to the full Board. The Committee shall review with the CEO at least
annually the type, level and amount of officer compensation and determine the compensation of all officers in such amounts and levels as the Committee deems appropriate and consistent under the
circumstances.
- Specifically, the Committee shall review and approve, for each officer of the Company:
(i) |
annual base salary |
(ii) |
annual and long-term incentives |
(iii) |
employment agreements, severance arrangements, and change in control agreements, as and when appropriate |
(iv) |
any special or supplemental benefits |
- Review the type, level, and amount of annual CEO compensation and determine the appropriate level of CEO compensation. The Committee is responsible for periodically reviewing the CEO's
progress and performance.
- Review and approve at least annually the type, amount, and level of Director compensation and ensure that the type, amount, and level of Director compensation is appropriate. The Committee will report its findings and conclusions to the Board.
- Produce a Committee report on executive compensation as required by the Securities and Exchange Commission ("SEC") to be included in the Company's annual proxy statement and/or annual
report on Form 10-K filed with the SEC.
- Review and discuss with management the Company's Compensation Discussion and Analysis ("CD&A") required by the SEC and, based on such review and discussion, recommend to the Board that the CD&A be included in the Company's annual proxy statement and/or annual report on Form 10-K filed with SEC.
Miscellaneous Authority and Responsibilities
- The Committee shall review and assess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.
- The Committee shall perform such other duties and responsibilities, consistent with this Charter, the Company's By-Laws and governing law as may be assigned to the Committee, from time to time, by the Board of the Company and/or the Chairman of the Board, as designated in plan documents or as the Committee may deem appropriate.
- Review and approve all equity grants
- Granting of stock bonuses, stock options, non-employee director stock grants, and other executive and director compensation.
- Authority to retain and terminate executive compensation consultants and legal counsel, including the fees and other terms of their engagements.
Procedural Matters
A majority, but not less than two committee members, will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee will meet at such times as shall be determined by its Chairperson, or upon the request of any two of its members. The Chairperson shall preside, when present, at all meetings of the Committee. The Committee will keep a record of its meetings and report on them to the Board of Directors. The Committee may meet by telephone or video conference and may take action by written consent.
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