Amended and Restated Charter for the Compensation
Committee of the Board of Directors
STATEMENT OF POLICY
specifies the scope of the responsibilities of the Compensation Committee
(the "Committee") of the Board of Directors (the
"Board") of AXT, Inc. (the "Company") and the manner in
which those responsibilities shall be performed, including its structure,
processes and membership requirements.
purpose of the Committee is to discharge the Board's responsibilities
relating to compensation and benefits of the Company's executive officers
and directors. In carrying out these responsibilities, the Committee shall
review all components of executive officer and director compensation for
consistency with the Committee's compensation philosophy as in effect from
time to time.
The Committee is
also responsible for producing an annual report on executive compensation
for inclusion in the Company's proxy statement, in accordance with
applicable rules and regulations.
ORGANIZATION AND MEMBERSHIP REQUIREMENTS
shall be comprised of at least three directors, each of whom shall satisfy
the independence requirements of Nasdaq. A
director shall not serve as a member of the Committee if the Chief
Executive Officer or another executive officer of the Company serves on the
compensation committee of another company that employs that director as an
The members shall
be appointed by the Board, on the recommendation of the Nominating and
Corporate Governance Committee, and shall serve until their successors are
duly elected and qualified or their earlier resignation or removal. Any
member of the Committee may be replaced by the Board on the recommendation
of the Nominating and Corporate Governance Committee. The Committee may
from time to time delegate duties or responsibilities to subcommittees or
to one member of the Committee. Unless a chairman is elected by the Board,
the members of the Committee may designate a chairman by the majority vote
of the full Committee membership.
A majority of the
members shall represent a quorum of the Committee, and, if a quorum is
present, any action approved by at least a majority of the members present
shall represent the valid action of the Committee. Any actions taken by the
Committee during any period in which one or more members fail for any
reason to meet the membership requirements set forth above shall be
nonetheless duly authorized actions of the Committee for all corporate
shall have the authority to obtain advice or assistance from consultants,
legal counsel, accounting or other advisors as appropriate, to perform its
duties hereunder and to determine the terms, costs and fees for such
engagements. Without limitation, the Committee shall have the sole
authority to retain or terminate any consulting firm used to evaluate
director, Chief Executive Officer or executive compensation, and to
determine and approve the terms of engagement the fees and costs for such
engagements. The fees and costs of any consultant or advisor engaged by the
Committee to assist in it in performing any duties hereunder shall be borne
by the Company.
shall meet as often as it deems appropriate, but not less frequently than
once each year to review the compensation of the executive officers and
other employees of the Company, and otherwise perform its duties under this
shall maintain written minutes of its meetings, which minutes will be filed
with the minutes of the meetings of the Board. The Committee will also
record its summaries of recommendations to the Board in written form, which
will be incorporated as part of the minutes of the Board meeting at which
those recommendations are presented.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
To fulfill its
responsibilities and duties, the Committee shall:
Review and approve all compensation for the Chief Executive
Officer, including incentive-based and equity-based compensation.
Develop annual performance objectives and goals relevant
to compensation for the Chief Executive Officer and evaluate the
performance of the Chief Executive Officer in light of these goals and
Consider, in determining the long-term incentive
component of compensation for the Chief Executive Officer, the Company's
performance and relative stockholder return, the value of similar incentive
awards to chief executive officers at comparable companies, and the awards
given to the Company's Chief Executive Officer in past years.
Review and approve incentive-based or equity-based
compensation plans in which the Company's executive officers participate,
and review and approve salaries, incentive and equity awards for other
Approve all employment, severance, or change-in-control
agreements, special or supplemental benefits, or provisions including the
same, applicable to executive officers.
Prepare an annual report on executive compensation for
inclusion in the Company's proxy statement, in accordance with applicable
rules and regulations.
Perform such other activities consistent with this
Charter, the Company's Bylaws and governing law, as the Committee or the
Board deems necessary or appropriate.
Make regular reports to the Board of Directors regarding
Review and reassess the adequacy of this Charter and
recommend any proposed changes to the Board for approval.
Review and evaluate the Committee's own performance on
an annual basis.