Table of Contents
The following shall constitute the Charter (the “Charter”) of the Compensation Committee (the “Committee”) of the Board of Directors of TOR Minerals International, Inc. (the “Company”).
The function of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to executive compensation and to produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement.
The Committee shall consist of two or more members of the Board of Directors, each of whom is determined by the Board of Directors to be “independent” under the rules of the SEC. Additionally, no director may serve unless that director (1) is a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (2) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
Appointment and Removal
The members of the Committee shall be appointed by the Board of Directors annually and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.
Unless a Chairperson is elected by the full Board of Directors, the members of the Committee shall designate a Chairperson by majority vote of the full Committee membership. The Chairperson will chair all regular sessions of the Committee and set the agendas for Committee meetings.
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.
The Committee shall meet as frequently as circumstances dictate. The Chairman of the Board or any member of the Committee may call meetings of the Committee. The Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate in order to carry out its responsibilities.
Duties and Responsibilities
The Committee shall have the following duties and responsibilities:
- Review and approve on an annual basis the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of these goals and objectives, and, either as a committee or together with other independent directors (as directed by the Board), determine and approve the Chief Executive Officer’s compensation based on this evaluation (including salary, bonus, incentive and equity compensation). The Chief Executive Officer may not be present during voting or deliberations on his compensation.
- Review and approve on an annual basis the evaluation process and compensation structure for the Company’s officers and other Company managers as deemed appropriate and necessary. Evaluate the performance of the Company’s senior executive officers and other Company managers as deemed necessary and appropriate, and approve annual compensation (including salary, bonus, incentive, and equity compensation).
- Review director compensation levels and practices, and recommend, from time to time, changes in such compensation levels and practices to the Board of Directors.
- Review the Company’s compensation, incentive compensation and equity-based plans and recommend changes in such plans to the Board of Directors as needed.
- Prepare and publish an annual executive compensation report in the Company’s proxy statement as required.
- Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law as the Committee or the Board of Directors deem appropriate.
Consultants and Advisors
The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel, accounting or other advisor. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such consultant, counsel, accountant or other adviser so retained by the Committee. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a consultant, counsel, accountant or other adviser retained by the Committee. The Committee may select a consultant, counsel, accountant or other adviser to the Committee only after taking into consideration all factors relevant to that entity’s or person’s independence from management, including the following:
- the provisions of other services to the Company by the entity or person that employs the consultant, counsel, accountant or other adviser;
- the amount of fees received from the Company by the entity or person that employs the consultant, counsel, accountant or other adviser, as a percentage of the total revenue of the entity or person that employs the consultant, counsel, accountant or other adviser;
- the policies and procedures of the entity or person that employs the consultant, counsel, accountant or other adviser that are designed to prevent conflicts of interest;
- any business or personal relationship of the consultant, counsel, accountant or other adviser with a member of the Committee;
- any stock of the Company owned by the consultant, counsel, accountant or other adviser; and
- any business or personal relationship of the consultant, counsel, accountant or other adviser or the entity or person employing the consultant, counsel, accountant or adviser with an executive officer of the Company.
The Compensation Committee is required to conduct the above independence assessment with respect to any compensation consultant, legal counsel, accounting or other advisor that provides advice to the Committee, other than (i) in-house legal counsel and (ii) any compensation consultant, legal counsel, accounting or other advisor whose role is limited to the following activities:
- consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company and that is available generally to all salaried employees; or
- providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant and about which the compensation consultant does not provide.
Reports and Performance Review
The Committee shall report its actions and any recommendations to the Board of Directors after each Committee meeting and shall conduct and present to the Board of Directors an annual performance evaluation of the Committee. The Committee shall review at least annually the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.
Disclosure of Charter
This Charter will be made available in accordance with applicable rules and regulations.
Adopted by Resolution of the Board of Directors
On November 8, 2021