Callodine Acquisition Corp - FORM S-1 - EX-99.7 - FORM OF COMPENSATION COMMITTEE CHARTER - March 5, 2021

Attached files

file filename
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Callodine Acquisition Corpfs12021ex4-4_callodineacq.htm
EX-3.3 - BYLAWS - Callodine Acquisition Corpfs12021ex3-3_callodineacq.htm
EX-99.8 - FORM OF AUDIT COMMITTEE CHARTER - Callodine Acquisition Corpfs12021ex99-8_callodineacq.htm
EX-99.6 - FORM OF RELATED PERSON TRANSACTION POLICY AND PROCEDURES - Callodine Acquisition Corpfs12021ex99-6_callodineacq.htm
EX-99.5 - FORM OF CORPORATE GOVERNANCE GUIDELINES - Callodine Acquisition Corpfs12021ex99-5_callodineacq.htm
EX-99.4 - FORM OF CODE OF ETHICS AND CONDUCT - Callodine Acquisition Corpfs12021ex99-4_callodineacq.htm
EX-99.3 - CONSENT OF DEE DEE SKLAR - Callodine Acquisition Corpfs12021ex99-3_callodineacq.htm
EX-99.2 - CONSENT OF PATRICIA PEREZ - Callodine Acquisition Corpfs12021ex99-2_callodineacq.htm
EX-99.1 - CONSENT OF WILLIAM J. JANETSCHEK - Callodine Acquisition Corpfs12021ex99-1_callodineacq.htm
EX-23.1 - CONSENT OF MARCUM LLP - Callodine Acquisition Corpfs12021ex23-1_callodineacq.htm
EX-10.8 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN CALLODINE ACQUISITION CORPORAT - Callodine Acquisition Corpfs12021ex10-8_callodineacq.htm
EX-10.7 - PROMISSORY NOTE, DATED JANUARY 24, 2021, ISSUED TO CALLODINE SPONSOR, LLC - Callodine Acquisition Corpfs12021ex10-7_callodineacq.htm
EX-10.6 - FORM OF INDEMNITY AGREEMENT - Callodine Acquisition Corpfs12021ex10-6_callodineacq.htm
EX-10.5 - FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT BETWEEN CALLODINE ACQUISITION CORPOR - Callodine Acquisition Corpfs12021ex10-5_callodineacq.htm
EX-10.4 - SECURITIES SUBSCRIPTION AGREEMENT, DATED JANUARY 24, 2021, BETWEEN CALLODINE ACQ - Callodine Acquisition Corpfs12021ex10-4_callodineacq.htm
EX-10.3 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG CALLODINE ACQUISITION CORPORATION AN - Callodine Acquisition Corpfs12021ex10-3_callodineacq.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Callodine Acquisition Corpfs12021ex10-2_callodineacq.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG CALLODINE ACQUISITION CORPORATION, ITS OFFICERS A - Callodine Acquisition Corpfs12021ex10-1_callodineacq.htm
EX-5.1 - OPINION OF MORGAN, LEWIS & BOCKIUS LLP - Callodine Acquisition Corpfs12021ex5-1_callodineacq.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Callodine Acquisition Corpfs12021ex4-3_callodineacq.htm
EX-4.2 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE - Callodine Acquisition Corpfs12021ex4-2_callodineacq.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Callodine Acquisition Corpfs12021ex4-1_callodineacq.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Callodine Acquisition Corpfs12021ex3-2_callodineacq.htm
EX-3.1 - CERTIFICATE OF INCORPORATION - Callodine Acquisition Corpfs12021ex3-1_callodineacq.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Callodine Acquisition Corpfs12021ex1-1_callodineacq.htm
S-1 - REGISTRATION STATEMENT - Callodine Acquisition Corpfs12021_callodineacq.htm

Exhibit 99.7

 

CALLODINE ACQUISITION CORPORATION
COMPENSATION COMMITTEE CHARTER

 

I. Purpose

 

The purpose of the Compensation Committee (the “Committee”) is to oversee the discharge of the responsibilities of the Board of Directors (the “Board”) of Callodine Acquisition Corporation (the “Company”) relating to compensation of the Company’s executive officers and directors.

 

The business of the Company is managed under the direction of the Board and the various committees thereof, including the Committee. The Committee is not expected to assume an active role in the day-to-day operation or management of the Company.

 

II. Composition

 

The Committee must consist of at least two members of the Board. Each member of the Committee must satisfy the independence requirements of the Nasdaq Capital Market (“Nasdaq”), except as otherwise permitted by applicable Nasdaq rules, and meet all other eligibility requirements of applicable laws, including being qualified as a “nonemployee director” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. Each member shall also be free of any relationship that, in the judgment of the Board, would interfere with the exercise of his or her independent judgment. Committee members must be appointed and may be removed, with or without cause, by the Board. Unless a Chair is designated by the Board, the Committee may designate a Chair by majority vote of the full Committee membership.

 

III. Meetings, Procedures and Authority

 

The Committee has the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Committee.

 

The Committee may, in its sole discretion, retain or obtain advice from compensation consultants, legal counsel or other advisers (independent or otherwise), provided that, preceding any such retention or advice, the Committee must take into consideration the applicable factors under the applicable Nasdaq rules. The Committee will be directly responsible for the appointment, compensation and oversight of any adviser it retains. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.

 

In addition to the duties and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities consistent with this Charter, the purposes of the Committee, the Company’s bylaws and applicable Nasdaq rules.

 

The Committee has the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any officer, employee or adviser of the Company to meet with the Committee or any advisers engaged by the Committee.

 

 

 

 

IV. Duties and Responsibilities

 

1. CEO Compensation. The Committee will review and approve the corporate goals and objectives with respect to the compensation of the Chief Executive Officer. The Committee will evaluate the Chief Executive Officer’s performance in light of these goals and objectives and, based upon this evaluation (either alone or, if directed by the Board, in conjunction with a majority of the independent directors on the Board), will set the Chief Executive Officer’s compensation. The Chief Executive Officer may not be present during voting or deliberations on his or her compensation.

 

2. Other Executive Officer Compensation. The Committee will review and set or make recommendations to the Board regarding the compensation of the executive officers other than the Chief Executive Officer.

 

3. Director Compensation. The Committee will review and make recommendations to the Board regarding director compensation.

 

4. Incentive and Equity Compensation. The Committee will review the Company’s equity compensation and equity-based plans and arrangements annually, and implement, administer and approve or make recommendations to the Board regarding the Company’s incentive compensation and equity-based plans and arrangements and awards.

 

5. Compensation Discussion and Analysis. To the extent that the Company is required to include a “Compensation Discussion and Analysis” (“CD&A”) in the Company’s Annual Report on Form 10-K or annual proxy statement, the Committee will review and discuss with management the Company’s CD&A and will consider whether it will recommend to the Board that the Company’s CD&A be included in the appropriate filing.

 

6. Special Arrangements. The Committee will review and approve all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s officers and employees.

 

7. Compensation Committee Report. The Committee will prepare the annual Compensation Committee Report.

 

8. Reports to the Board of Directors. The Committee must report regularly to the Board regarding the activities of the Committee.

 

9. Committee Self-Evaluation. The Committee must annually perform an evaluation of the performance of the Committee.

 

10. Review of this Charter. The Committee must annually review and reassess this Charter and submit any recommended changes to the Board for its consideration.

 

V. Delegation of Duties

 

In fulfilling its responsibilities, the Committee has the authority to delegate any or all of its responsibilities to a subcommittee of the Committee. The Committee also has the authority to authorize an officer of the Company to grant rights or options to officers (other than executive officers) and employees, in a manner that is in accordance with applicable law.