This charter shall be reviewed, updated and approved annually by the board of directors.
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) is to, among other things, discharge the Board’s responsibilities relating to the compensation of the Company’s executives and to produce the report that the rules and regulations of the Securities and Exchange Commission (the “SEC”) require to be included in or incorporated by reference into the Company’s annual report and proxy statement.
The membership of the Committee shall consist of at least three directors. Each Committee member shall meet the requirements of: (i) an “independent director” as that term is defined under the Rules of the NASDAQ Stock Market; (ii) an “outside director” as that term is defined for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended; (iii) independence as established by the regulations of the SEC and applicable federal laws from time to time; and (iv) a “non-employee director” as that term is defined under SEC Rule 16b-3. No member of the Committee shall occupy a position disclosable as a compensation committee interlock under SEC regulations.
Each member of the Committee shall be elected by the Board annually upon the recommendation of the Corporate Governance and Nominating Committee and shall serve until the earlier to occur of her or his resignation or removal or the election and qualification of such member’s successor. Unless a Chair of the Committee is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. The Chair shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings, making Committee assignments and reporting to the Board.
The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, generally two times each year, either in person or telephonically. The Committee is expected to maintain free and open communication with the management of the Company. The Committee may create subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that: (i) no subcommittee shall be comprised of non-Committee members or fewer than two members of the Committee; (ii) the authority conferred upon the subcommittee cannot exceed the overall authority of the Committee itself; and (iii) the Committee may not delegate to a subcommittee any power or authority required by the Company’s Bylaws or any law, regulation or listing standard to be exercised by the Committee as a whole. The Committee shall report to the full Board with respect to its meetings. The majority of the members of the Committee shall constitute a quorum.
Committee Performance Evaluation
The Committee will engage in an annual self-assessment with the goal of continuing improvement, and will annually review and reassess the adequacy of its charter and recommend any changes to the full Board.
Resources and Outside Advisors
The Committee shall have the resources and authority to discharge its duties and responsibilities and may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser (each an “Adviser”). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Adviser retained by the Committee. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to an Adviser retained by the Committee. The Committee may select an Adviser only after taking into consideration the factors required under the NASDAQ Stock Market and/or applicable federal law, as amended from time to time. The Committee may request that any officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. No such person may be present during any discussions and deliberations of the Committee regarding the compensation of any such person.
The Committee shall have the following responsibilities, as well as any other responsibilities that may be conferred upon it from time-to-time by the Board:
- Review and approve all compensation programs applicable to executive officers of the Company, including all forms of salary paid to executive officers of the Company and the grant of all forms of bonus and stock compensation provided to the executive officers of the Company.
- In consultation with senior management, establish, review, and evaluate the long-term strategy of employee compensation and the types of stock and other compensation plans used by the Company.
- Review and approve corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (the “CEO”), evaluate the performance of the CEO in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of the CEO’s compensation, the Committee shall consider, among other factors, the Company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, the awards given to the CEO in past years, and any other factors the Committee deems appropriate. In connection with this evaluation, the Committee may request and receive input from other non-employee Board members either formally or informally.
- Approve any new compensation plan or any material change to an existing compensation plan whether or not subject to stockholder approval, make recommendations to the Board with respect to the Company’s incentive compensation plans and equity-based plans subject to shareholder approval, oversee the activities of the individuals and committees responsible for overseeing the Company’s compensation plans, and discharge any responsibilities imposed on the Committee by any of these plans.
- In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.
- Review and approve any severance or similar termination payments proposed to be made to any current or former executive officer of the Company.
- Review and discuss with management the Company’s disclosures under “Compensation Discussion and Analysis” (the “CD&A”), and based on such review and discussion, make a recommendation to the Board as to whether the CD&A should be included in the Company’s proxy statement.
- Approve the Committee’s annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.
- Recommend to the Board the compensation for Board members.
- Review and reassess the adequacy of this Charter on an annual basis.
Amendment of Charter
This Charter may be amended, supplemented or repealed by the Board at any time.
Dated as of August 1, 2013