Purpose
The Compensation Committee (“Committee”) of Panhandle Oil and Gas Inc., (the “Company”) is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s executives.
The Committee has overall responsibility for approving and evaluating executive officer compensation plans, policies and programs of the Company and the compensation of the directors.
The Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement and assisting in the preparation of certain information to be included in other periodic reports filed with the Securities and Exchange Commission (the “SEC”).
Committee Membership
The Committee shall consist of no fewer than two members. Each member of the Committee shall: (a) satisfy the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), and all rules and regulations promulgated by the SEC, and the rules imposed by the American Stock Exchange or other marketplace on which the Company’s securities may be listed from time to time; and (b) meet the definitions of “non-employee director” for purposes of SEC Rule 16b-3 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code (Section 162(m)”).
The members of the Committee shall be appointed by the Board. Committee members may be replaced by the Board at any time. The Board shall designate one member of the Committee as its Chairperson.
Committee Rules of Procedure
The Committee shall meet at least once annually, or more frequently as circumstances dictate. Special meetings may be convened as the Committee deems necessary or appropriate.
A majority of members of the Committee shall constitute a quorum to transact business. Minutes of each meeting will be kept and a summary of the results and actions of each meeting will be reported to the full board.
Committee Authority and Responsibilities
Executive Compensation
-
The Committee annually shall review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives and recommend to the Board the CEO’s compensation level based on this evaluation. The Committee shall consider the Company’s performance and relative shareholder return, comparisons to comparable companies, the awards given to the CEO in past years and other factors that the Committee deems appropriate in connection with its review.
-
The Committee shall interpret, implement, administer, review and approve all aspects of remuneration of the Company’s executive officers and other key officers.
-
The Committee annually shall review and approve, for the CEO and all other executive officers of the Company (a) their annual base salary level, (b) their annual bonus amount, and (c) any special or supplemental benefits.
-
The Committee shall determine director, committee member and chair compensation for those directors who are not salaried officers of the Company and evaluate and consider, in collaboration with management, directors’ and officers’ indemnification and insurance coverage.
-
The Committee shall not approve any direct or indirect loan, guarantee or other extension of credit to the CEO or any other director or officer of the Company.
-
The Committee shall meet at least once annually, or more frequently as circumstances dictate. Special meetings may be convened as the Committee deems necessary or appropriate. Minutes of each meeting will be kept and a summary of the results and actions of each meeting will be reported.
-
If a compensation consultant is retained to assist in the evaluation of non-employee director compensation, the Committee shall have the sole authority at the expense of the Company to retain and terminate such consultant and to approve such consultant’s fee and other retention terms.
-
If a compensation consultant is to assist in the evaluation of director, chief executive officer (“CEO”) or senior executive compensation, the Committee shall have the sole authority to retain and terminate such consultant at the expense of the Company and determine the consultant’s fees and other retention terms.
-
The Committee also shall have authority, to the extent it deems necessary or appropriate to carry out its responsibilities, to retain at the expense of the Company special legal, accounting, actuarial or other advisors. The Committee shall have the sole authority to select such advisors and to approve such advisors’ fees and other retention terms.
Other Responsibilities
-
The Committee may form and delegate authority to subcommittees or, to the extent permitted under applicable laws, regulations and listing rules, to any other independent director, in each case, to the extent the Committee deems necessary or appropriate. The Committee may consult with or obtain input from management, but, except as expressly provided herein, shall not directly or indirectly delegate any of its responsibilities to management.
-
The Committee may authorize any member of the Committee to execute documents on its behalf as the Committee deems necessary or appropriate to carry out its responsibilities hereunder.
-
The Committee shall report regularly to the Board, but not less frequently than annually.
-
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for its approval.
-
The Committee annually shall review its own performance.
In addition to the activities described above, the Committee will perform such other functions as necessary or appropriate under applicable law, the Company’s certificate of incorporation and by-laws, and the resolutions and other directives of the Board as in effect.
Except as expressly set forth in this Charter, the authority vested in the Committee shall be in all respects subject and subordinate to the Company’s certificate of incorporation and by-laws and all applicable laws, rules and regulations, and the resolutions and other directives of the Board as in effect.