- Purposes
The purposes of the Nomination and Compensation Committee (the “Committee”) are twofold.
The first is to discharge, or assist the Board in discharging, all of the duties
of the Board related to executive and Director compensation in a manner that aligns
executive officer and director compensation, and company incentive programs, with
the business objectives of Company and the long term interests of its Shareholders.
The second is to review and nominate new Director candidates who appear appropriately
qualified and motivated to serve the Company, as well as review the performance
of existing Directors.
The Committee shall not be responsible for Director nominations in cases where the
right to nominate a Director legally belongs to a third party.
- Membership
The Committee shall be comprised of at least three independent directors. Notwithstanding
the foregoing, one director who is not independent and is not a current officer
or employee or a family member of an officer or employee, may be appointed to the
Committee if the Board, under exceptional and limited circumstances, determines
that such individual’s membership on the Committee is required by the best interests
of the Company and its shareholders, and the Board discloses, in the proxy statement
for the next annual meeting subsequent to such determination (or, if the Company
does not file a proxy, in its Form 10-K), the nature of the relationship and the
reasons for the determination.
A member appointed under this exception may not serve longer than two years. For
purposes of this Charter, an “independent director” shall mean a director who is
determined to be independent by the Board, as defined by applicable law, by the
regulations of the exchange upon which the Company’s stock is traded, the Bylaws
of the Company, and other standards deemed relevant by the Board. Additionally,
members of the Committee must qualify as “non-employee” directors for purposes of
Rule 16b-3 of the Securities and Exchange Act of 1934, as amended, and as “outside
directors” for purposes of Section 162(m) of the Internal Revenue Code. Committee
members shall be appointed and may be removed at any time by action of a majority
of the Board of Directors.
- Meetings and Procedures
The Committee shall meet as often as deemed necessary or appropriate in its judgment,
but in no event fewer than two times each year. The Committee may meet either in
person or telephonically, and at such times and places as the Committee determines.
A simple majority of the Committee members shall constitute a quorum for the transaction
of Company business. The Committee shall report to the Board with respect to its
activities. The Chief Executive Officer of the Company may not be present during
voting or deliberations by the Committee when it meets with regard to his/her compensation.
- Outside Advisors
The Committee has the authority to retain, at the expense of the Company, such outside
compensation consultants, counsel and advisors as it determines necessary to assist
it in performing its duties. The Committee has the sole authority to retain and
to terminate any such consultant or advisor and to determine such consultant or
advisor’s fees and the other terms of such engagement. The cost of any such assistance
must be approved by a majority vote of the Board of Directors.
- Duties and Responsibilities
The Committee shall perform all of the following.
- Review and approve the Company’s philosophy, policies and executive programs related
to compensation that in the Committee’s judgment support the Company’s overall business
strategy.
- Review and make recommendations to the Board with respect to incentive compensation
and equity compensation plans. In particular, but without limiting the foregoing,
the Committee shall be responsible for approving any tax-qualified, non-discriminatory
employee benefit plan which meets the requirements of Section 401(a) or Section
425 of the Internal Revenue Code or any parallel non-qualified plans or issuances
to a person not previously an employee or director of the Company, or following
a bona fide period of non-employment, as an inducement material to that individual
entering into employment with the Company.
- Review and approve the corporate goals and objectives relevant to compensation of
Chief Executive Officer’s (“CEO’s”) compensation, evaluate the CEO’s performance
in light of those goals and objectives and recommend to the full Board the CEO’s
compensation package, including salary, performance-based incentive pay/equity based
compensation with related targets, and any other form of compensation.
- Review and approve the goals and objectives relevant to compensation of other executive
officers of the Company, evaluate each such other executive officer’s performance
in light of those goals and objectives, and recommend to the full Board the compensation
packages of such other executive officers, including salary, performance-based incentive
pay/equity based compensation with related targets, and any other form of compensation.
- Review and assess the fairness and competitiveness of the compensation packages
for the executive officers of the Company.
- Review and approve any employment agreements and severance packages for the executive
officers and other key employees. In addition, all employment agreements associated
with any contemplated acquisitions must be reviewed and approved prior to closing
the contemplated acquisition.
- Issue reports as required for the annual Proxy Statement and other disclosure documents
in accordance with the rules of the U.S. Securities and Exchange Commission, other
agencies, or the exchange upon which the Company’s stock is traded.
- Annually review and evaluate Director performance.
- Search for, review, and recommend candidates who exhibit the character, judgment,
experience, time commitment, and acumen to the Board to fill new or vacant Director
positions.
- Review and recommend to the Board, appropriate compensation for the Chairman of
the Board, Directors, Board committee members, and the chairman/chairwoman of each
such Board committee.
- Evaluate the performance of the Committee and recommend changes as necessary to
the Board related to Committee makeup, process, or its Charter.
- Perform such other duties and responsibilities as are assigned by the Board.