Compensation Committee
The role of the Compensation Committee is to:
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develop and recommend to the Board the annual compensation (base salary, bonus, stock options and other benefits) for our Chief Executive Officer;
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review, approve and recommend to the Board the annual compensation (base salary, bonus and other benefits) for all of our executives and for members of the Board;
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review, approve and, when appropriate, recommend to the Board for approval, incentive compensation plans and equity-based plans and to administer such plans;
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review, approve and, when appropriate, recommend to the Board for approval, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the Chief Executive Officer and other executive officers;
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review our incentive compensation arrangements to determine whether they encourage excessive risk-taking;
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develop and recommend to the Board for approval a Chief Executive Officer succession plan; and
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review, at least annually, the adequacy of the Compensation Committee charter.
Under our 2013 Equity Incentive Plan (as amended and restated, the “2013 Plan”), the Compensation Committee may delegate to any officers of the Company the duties, power and authority of the Compensation Committee under the 2013 Plan to persons who are not then subject to Section 16 of the Exchange Act.
The Compensation Committee reviews and considers our Chief Executive Officer’s recommendations with respect to compensation decisions for our named executive officers, other than himself. The Compensation Committee believes it is valuable to consider the recommendations of our Chief Executive Officer with respect to these matters because, given his knowledge of our operations, our industry and the day-to-day responsibilities of our named executive officers, he is in a unique position to provide the Compensation Committee perspective into the performance of our named executive officers in light of our business at a given point in time. The Compensation Committee (without the participation of our Chief Executive Officer) makes all compensation decisions with regard to our Chief Executive Officer.
Our Board has determined that each of the directors serving on our Compensation Committee is independent within the meaning of applicable Nasdaq rules and SEC rules and regulations for purposes of membership on the Compensation Committee.
Nominating and Corporate Governance Committee
The role of the Nominating and Corporate Governance Committee is to:
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evaluate from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease;
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determine the desired skills and attributes of members of the Board, taking into account the needs of the business and listing standards;
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establish criteria for prospective members, conduct candidate searches, interview prospective candidates, and oversee programs to introduce the candidate to us, our management, and operations;
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review planning for succession to the position of Chairman of the Board and Chief Executive Officer and other senior management positions;
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annually recommend to the Board persons to be nominated for election as directors;
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recommend to the Board the members of all standing Committees;
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adopt or develop for Board consideration corporate governance principles and policies;