The purpose of the Compensation Committee of the Board of Directors (the
“Board”) of Intevac, Inc. (the “Company”) shall be to discharge the Board's responsibilities
relating to compensation of the Company's executive officers and employees. The
Committee has overall responsibility for:
- Approving executive officer compensation plans.
- Recommend board of director compensation for
- Approving stock option grants.
- Review and approval of an annual report on
executive compensation for inclusion in the Company's proxy statement.
- Oversight of succession plans on an annual
- Oversight of compensation strategy for the
Company’s employees with attention to key employees, on an annual basis.
The Company’s HR Director, working in concert with the Company’s CEO and
CFO, is responsible for support of the Compensation Committee and the
preparation of proposals for review and approval by the Compensation Committee.
Committee Membership and Organization
The members of the Compensation Committee will be appointed by and will
serve at the discretion of the Board. The Compensation Committee shall consist
of no fewer than two members. The members of the Compensation Committee shall
meet the (i) independence requirements of the listing standards of The Nasdaq National Market, (ii) non-employee director
definition of Rule 16b-3 promulgated under Section 16 of the Securities
Exchange Act of 1934, as amended, and (iii) outside director definition of
Section 162(m) of the Internal Revenue Code of 1986, as amended. The
Compensation Committee shall elect a Chairman at any time the membership
changes or when circumstances make this appropriate.
Committee Responsibilities and Authority
- The Compensation Committee shall annually review
and approve, for the CEO and the executive officers of the Company, (a)
the annual base salary, (b) the annual incentive bonus, including the
specific goals and amount, (c) the equity compensation, (d) employment
agreements (if any and if new or changed from previously reviewed
agreements), severance arrangements, and change in control
agreements/provisions, and (e) any other benefits, compensation or
arrangements. One of the Committee’s objectives shall be to use
compensation to align the interests of the executive officers with the
long-term interests of the Company’s stockholders, thereby enhancing
- Specifically with respect to the CEO, the Compensation
Committee shall review and approve corporate goals and objectives relevant
to the compensation of the CEO, evaluate his or her performance in light
thereof to ensure that the current CEO is providing appropriate leadership
for the Company, from a short, intermediate and long-term perspective, and
consider identified and other factors related to the performance of the
Company in determining a recommendation to the Board on the compensation
level of the CEO.
- The Compensation Committee shall evaluate on a
periodic basis the competitiveness of (i) the compensation of the CEO and
the executive officers of the Company and (ii) the Company’s overall
- The Compensation Committee shall provide
oversight of the Company’s overall compensation plans and benefits
programs as administered by management and may make recommendations to the
Board with respect to such plans. Unless otherwise determined, the
Compensation Committee shall be the “Administrator” of the Company’s
equity compensation plans.
- The Compensation Committee will conduct an
annual review of director compensation, both form
and amount, and will make a recommendation of director compensation for
approval by the Board of Directors.
- The Compensation Committee shall produce a
report on executive compensation for inclusion in the Company’s annual
proxy statement that complies with the rules and regulations of the
Securities and Exchange Commission and any other applicable rules and
- The Compensation Committee shall conduct an
annual review on planning for management succession.
- The Compensation Committee shall make regular
reports to the Board.
- The Compensation Committee shall review and
reassess the adequacy of this Charter annually and recommend any proposed
changes to the Board for approval.
- The Compensation Committee shall annually review
its own performance.
- The Compensation Committee shall have the sole
authority to retain and terminate any compensation consultant to be used
by the Company to assist in the evaluation of CEO compensation and shall
have sole authority to approve the consultant's fees and other retention
terms. The Compensation Committee shall also have authority to obtain
advice and assistance from internal or external legal, accounting or other
The Compensation Committee will meet at least once annually to review
compensation plans and strategy. The Compensation Committee will also meet for
additional meetings by teleconference and by unanimous written consent as are
necessary to carry out the duties of its charter.
The Compensation Committee will maintain written minutes of its meetings,
which minutes will be filed with the minutes of the meetings of the Board of
Directors. The HR Director will act as Secretary of the Compensation Committee.
On an annual basis, the Compensation Committee Chairman will review the
Compensation Committee Checklist to insure that all necessary Compensation
Committee duties have been addressed and submit a completed Compensation
Committee Checklist to the Chairman of the Company.