Compensation and Management Development Committee

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1. Purpose

The Compensation and Management Development Committee's (the "Committee") basic responsibility is to review the performance and development of the Company's management in achieving corporate goals and objectives and to assure that the Company's executive officers (as defined below) are compensated effectively in a manner consistent with the strategy of the Company, competitive practice, sound corporate governance principles and stockholder interests. Toward that end, the Committee will review and approve all compensation to executive officers.

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2. Composition of the Committee

The Committee will consist of not less than two directors, each of whom will be an "independent director" as required by the rules of The Nasdaq Stock Market ("Nasdaq"), including the additional independence requirements specific to compensation committee membership, and a "non-employee director" within the meaning of Rule 16b-3 issued by the Securities and Exchange Commission ("SEC"). Each appointed Committee member will be subject to annual reconfirmation and may be removed by the Board of Directors (the "Board") at any time.

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3. Responsibilities and Duties

In carrying out its purpose, the Committee will have the following responsibilities and duties:

  • Review annually and approve the Company's compensation strategy to ensure that it promotes stockholder interests and supports the Company's strategic and tactical objectives, and that it provides appropriate rewards and incentives for management and employees of the Company, including review of compensation-related risk management.
  • Review annually and approve corporate goals and objectives relevant to executive compensation and evaluate performance in light of those goals.
  • Review annually and determine the individual elements of total compensation for the Chief Executive Officer and during such voting and deliberations the Chief Executive Officer will not be present.
  • Review annually and determine the individual elements of total compensation for all other "executive officers" within the meaning of Rule 3b-7 issued by the SEC and "officers" within the meaning of Rule 16a-1(f) issued by the SEC (together with the Chief Executive Officer, the "Officers").
  • Review and discuss the "Compensation Discussion and Analysis" disclosure prepared pursuant to the requirements of Item 402(b) of Regulation S-K (or any successor disclosure item), and based on such review and discussion recommend to the Board whether such "Compensation Discussion and Analysis" disclosure should be included in the Company's annual report on Form 10-K, proxy statement, information statement or similar document.
  • Communicate in the annual Board Compensation Committee Report to stockholders the disclosures required by Item 407(e)(5) of Regulation S-K (or any successor disclosure item).
  • Approve any special perquisites, special cash payments and other special compensation and benefit arrangements for the Company's Officers.
  • With sole and exclusive authority, make and approve equity grants and other discretionary awards under the Company's equity incentive plans to all persons who are Officers.
  • Grant equity awards and other discretionary awards under the Company's equity incentive plans to all other eligible individuals in the Company's service.
  • Amend the provisions of the Company's equity incentive plans, to the extent authorized by the Board, and make recommendations to the Board with respect to incentive compensation and equity-based plans.
  • Approve for submission to the stockholders equity incentive plans or amendments thereto.
  • Provide general oversight of the Company's employee benefit plans. Responsibility for day-to-day administration of the employee benefit plans and the investment of any assets, including the preparation and filing of all government reports and the preparation and delivery of all required employee materials and communications, will be the sole responsibility of Company personnel.
  • Ensure that incentive compensation plans are administered in a manner consistent with the Company's compensation strategy and the terms of such plan, including but not limited to the following: participation, target annual incentive awards, corporate financial goals, and actual awards paid to Officers.
  • Review matters related to management performance, compensation and succession planning (including periodic review and approval of Chief Executive Officer and other Officer succession planning) and executive development for executive staff.
  • Oversee and review the development and implementation of the Company’s practices, strategies, and policies used for recruiting, managing, and developing employees (i.e., human capital management). These practices, strategies, and policies focus on diversity and inclusion, workplace environment and safety, and corporate culture. Discuss with management, as appropriate, their progress regarding such practices, strategies, and policies.
  • Approve separation packages and severance benefits for Officers.
  • Exercise, as necessary and appropriate, the authority of the Board with respect to the election of corporate officers of the Company during the periods between the regular meetings of the Board.
  • Have full access to the Company's executives and personnel as necessary to carry out its responsibilities.
  • Obtain such advice, data or other resources necessary to perform its duties hereunder, and the Committee has the authority to obtain external consultant reports or published salary surveys, and in its sole discretion may retain or obtain the advice of a compensation consultant, legal counsel or other advisors to assist it in connection with its functions hereunder. If the Committee retains the services of a compensation consultant, legal counsel or other advisor to assist it in connection with its functions, the Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such advisor. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to such advisors. Selection of, or receipt of advice from, any compensation consultant, legal counsel or other advisor shall be made only after the Committee takes into consideration factors relevant to that advisor's independence, including all factors specified by the rules of Nasdaq (including Nasdaq Rule 5605(d)(3)(D)).
  • Review and approve all reports and summaries of Officer compensation policies and decisions as may be appropriate for operational purposes or as may be required under applicable law.
  • Perform any other activities consistent with this Charter, the Company's Bylaws and governing law as the Committee or the Board deems necessary or appropriate.
  • Review at least annually the Committee Charter for adequacy and recommend any changes to the Board.
  • Report to the Board on the major items covered at each Committee meeting.
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4. Committee Meetings

The Committee will meet as often as necessary to carry out its responsibilities. Meetings may be called by the Chair of the Committee and/or by the management of the Company. Minutes of each meeting will be duly filed in the Company records. Reports of meetings of the Committee will be made to the Board at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board approved by the Committee.

The Committee will also meet as necessary to act upon any other matters within its jurisdiction under this Charter. A majority of the total number of members of the Committee will constitute a quorum at all Committee meetings. Minutes will be kept of each meeting of the Committee.

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Committee Members

Wesley G. Bush

Dr. Kristina M. Johnson

Roderick C. McGeary

Brenton L. Saunders