Compensation Committee Charter
 

 

 

 

The Compensation Committee (the ”Committee”) administers the compensation program for executive officers of the Company.

Composition and Term of Office

The Committee shall consist of a least three members all of whom are non-employee directors of the Company.  One member shall serve as Chairman of the Committee.  The members of the Committee shall serve one-year terms, and shall be elected annually on such date as the Board of Directors shall determine.

Committee Meetings

  • The Committee shall meet at least two times each year.
  • Regularly scheduled Committee meetings shall be held in conjunction with meetings of the full Board of Directors.
  • Special meetings of the Committee may be called as needed by the Chairman of the Committee, the Chairman of the Board or the Chief Executive Officer.
  • The Committee may request that members of management or outside consultants be present to assist the Committee in the performance of its duties.
  • Minutes of each meeting will be kept and distributed to the full Board of Directors.
  • The Committee shall review and make recommendations to the Board on matters concerning the executive compensation and Restricted Stock awards.

 

  • The Committee shall exercise any fiduciary, administrative or other functions as assigned to it by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Compensation Committee Responsibilities

The Committee shall perform the following functions:

  • Set and administer policies that govern annual compensation and Restricted Stock Awards.
  • Meet with the Chairman of the Board or the President to evaluate the performance of the other executive officers
  • Meet to evaluate the performance of the President.
  • Review and make recommendations to the full Board with respect to the executive compensation and Restricted Stock awards.

Other Responsibilities

  • Report at the next meeting of the Board of Directors all significant items discussed at any regular or special Committee meeting.
  • Recommend changes to this Charter to the full Board of Directors as appropriate.
  • Take such further actions or provide such further advice as the full Board of Directors may from time to time delegate to the Committee.
  • This Charter shall be approved annually by the Board of Directors.


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