Attached files
Exhibit 14.2
Novume
Solutions, Inc.
Compensation
Committee Charter
Purpose
The
purpose of the Compensation Committee is (1) to discharge the
Board’s responsibilities relating to compensation of the
Corporation’s executive officers and directors, (2) to
establish criteria for evaluating the performance and appropriate
levels of compensation for such officers and directors, (3) to
produce an annual report on executive compensation for inclusion in
the Corporation’s proxy statement in accordance with the
rules and regulations of the Securities and Exchange Commission
(the “SEC”) and (4) to oversee the establishment and
maintenance of the Corporation’s overall compensation and
incentive programs.
Membership
The
Compensation Committee shall consist of at least two independent
Directors. To the extent necessary or deemed appropriate by the
Board of Directors, additional independent Directors may be
appointed by the Board of Directors. Members of the Compensation
Committee shall be independent, as determined by the Board in
accordance with guidelines established by the Governance Committee
from time to time and as required by applicable laws and
regulations and the requirements of any exchange on which the
Corporation maintains a listing for any of its
securities.
Authority
and Responsibilities
The
following are the duties and responsibilities of the Compensation
Committee:
1. In consultation
with senior management, establish the Corporation’s general
executive compensation philosophy, and executive compensation
programs that support that philosophy.
2. Review and approve
corporate goals and objectives relevant to the compensation of the
Chief Executive Officer, evaluate the performance of the Chief
Executive Officer in light of those goals and objectives, and
recommend to the independent directors as a group the Chief
Executive Officer’s compensation level based on this
evaluation. In determining the longterm incentive component
of Chief Executive Officer’s compensation, the Committee
shall consider (i) the Corporation’s performance, both in
absolute terms and relative to the performance of comparable
companies, (ii) the Corporation’s relative stockholder
return, (iii) the value of similar incentive awards to Chief
Executive Officers at comparable companies, (iv) the awards given
to the Chief Executive Officer in past years and/or (v) such other
factors deemed relevant by the Committee.
3. Review and approve
the compensation of the CFO, General Counsel and other executive
officers of the Corporation, provided that the compensation of
Director of Internal Audit shall be determined solely by the Audit
Committee.
4. Make
recommendations (including recommendations regarding stockholder
approval) to the Board with respect to any new equity compensation
plan or any material change to an existing equity compensation plan
where stockholder approval of such new
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plan or
material change is required under the rules of the New York Stock
Exchange, Inc. and otherwise make recommendations to the Board with
respect to the Corporation’s incentive compensation plans and
equitybased plans, including the Equity and Incentive
Compensation Plan (EICP), oversee the activities of the individuals
and committees responsible for administering these plans, including
the Chief Executive Officer and the Employee Benefits Committee,
and discharge any responsibilities imposed on the Committee by any
of these plans.
5. In consultation
with management, oversee regulatory compliance with respect to
compensation matters, including overseeing the Corporation’s
policies on structuring compensation programs to preserve tax
deductibility, and, as and when desired, establishing performance
goals and certifying that performance goals have been attained for
purposes of Section 162(m) of the Internal Revenue
Code.
6. Review and discuss
with management and the Audit Committee the compensation discussion
and analysis (CD&A) required by SEC rules and regulations, and
recommend to the full Board, if and as appropriate, inclusion of
the CD&A in the Corporation’s annual proxy statement; the
Committee along with the other independent directors will review
and discuss the CD&A provisions dealing with Chief Executive
Officer compensation with management and, if and as appropriate,
recommend the inclusion of these provisions of the CD&A in the
Corporation’s annual proxy statement.
7. Review and approve
any severance or similar termination payments proposed to be made
to any current executive officer of the Corporation.
8. In conjunction with
the Chief Executive Officer, review the executive organization of
the Corporation and coordinate with the Governance Committee in the
succession planning process, including development of personnel to
fill executive officer positions and implementation of succession
planning for executive officer positions. Succession plans shall be
reviewed by the full Board, with input from the Compensation and
Governance Committees.
9. After reviewing the
recommendations of the Chief Executive Officer, recommend to the
Board of Directors officers of the Corporation for
election.
10. After reviewing the
recommendations of the Chief Executive Officer, determine levels of
participation and terms of the Corporation's Executive Benefits
Protection Plans and administer such plans.
11. Review the form and
amount of director compensation at least annually, and make
appropriate recommendations to the Board after due consideration of
the responsibilities assumed and the director compensation of
similarly situated companies.
13. Execute any other
duties or responsibilities expressly delegated to the Committee by
the Board from time to time relating to the Corporation’s
compensation programs and succession planning.
14. Perform such other
reviews and assessments and make such other recommendations as the
Compensation Committee deems appropriate to carry out the duties
and discharge the responsibilities of the Compensation
Committee.
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The
Compensation Committee shall have the resources and authority
appropriate to discharge its duties and responsibilities. In
connection with the discharge of its responsibilities, the
Compensation Committee shall have sole authority, at the
Corporation’s expense, to select, retain, terminate and
approve the fees and other retention terms of such independent
legal, financial or other advisors as they may deem necessary,
without consulting or obtaining approval of Corporation management
or the Board of Directors in advance. Other committees and
subcommittees may be given this authority by the Board of
Directors.
Meetings
and Procedures.
The
Compensation Committee shall establish a schedule for at least four
regular meetings each year. Special meetings may be called by the
Chair of the Compensation Committee in such manner as the Chair
shall determine to be appropriate to give the members of the
Compensation Committee reasonable opportunity to participate in the
meeting. A majority of the members of the Compensation Committee
shall constitute a quorum. A majority vote at a meeting at which a
quorum is present is sufficient for all actions taken by the
Compensation Committee and any subcommittee thereof. The
Compensation Committee and any such subcommittee may meet in person
or telephonically as frequently as required. However, if unanimous
written consent of the members is obtained, an in person or
telephonic meeting shall not be required in order for the
Compensation Committee or any such subcommittee to take any action
that the Compensation Committee or such subcommittee is authorized
to take.
The
Chair of the Compensation Committee shall be elected by the Board
of Directors of the Corporation after receiving the recommendation
of the Governance Committee and may designate a person to serve as
Secretary of the Compensation Committee who is not required to be a
member of the Compensation Committee. The Compensation Committee
may form and delegate authority to subcommittees, and provide for
the structure and procedures to be followed by such subcommittees,
when appropriate.
The
Compensation Committee shall make prompt written or oral reports of
its activities to the Board of Directors, which shall include
appropriate details of any approvals which are or may be binding on
the Corporation. In the event of any dissenting votes, the report
shall contain an explanation of the reason for the dissenting
vote.
Self-Assessments
and Charter Review
The
Compensation Committee shall annually conduct a confidential review
of its own performance. No report of its annual assessment shall be
required. The Compensation Committee shall also periodically review
and reassess the adequacy of this Charter and recommend any
proposed changes to the Board of Directors for
approval.
As approved by the Board of Directors on August
23, 2017.
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