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Compensation Committee

Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) is to carry out the Board’s overall responsibilities relating to compensation of Roust Corporation’s (“Roust”) Directors of the Board and of its executive officers.

Organization

The Compensation Committee shall consist of at least one Board member. The Board shall appoint Committee members and the chairperson of the Committee.

The Committee shall meet at least twice a year, with authority to convene additional meetings as circumstances require, and shall maintain minutes of the Committee’s meetings. The Committee or chairperson of the Committee shall communicate with the chief executive officer to discuss matters relating to other executive officers from time to time as circumstances dictate.

Responsibilities

In furtherance of its purpose, the Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:

  • Develop guidelines for and review the compensation and performance of Roust’s executive officers and evaluate the executive officers’ performances in light of these goals and objectives. The chief executive officer shall not be present during voting or deliberation on his performance and compensation.
  • Review on an annual basis a tally sheet for each executive officer that includes all components of compensation and benefits.
  • Approve, or when deemed appropriate by the Committee make recommendations to the Board regarding, the management contracts of executive officers when they are proposed, renewed or terminated, provided that any management contracts with the chief executive officer and the chief financial officer of the company shall require the approval of the Board following a recommendation by the Committee.
  • Make recommendations to the Board with respect to the compensation of all directors.
  • Make recommendations to the Board regarding the adoption or the amendment of any compensation plans, including incentive-compensation plans.
  • Report to the Board at every regularly-scheduled meeting (i.e., quarterly and annual meetings) all matters regarding the Committee’s actions and propose appropriate resolutions as required.
  • Produce the Compensation Discussion and Analysis (CD&A) for inclusion in Roust’s annual report.

Committee Resources

The Committee shall have the power to obtain advice and seek assistance from internal and external legal advisers, accountants and other consultants in its sole discretion.

The Charter

This Charter supersedes all previous versions of the Charter. This Charter was approved by the Roust Board of Directors by unanimous written consent on July 23, 2014.

The Committee shall review the adequacy of this charter on an annual basis and recommend any appropriate changes to the Board for consideration.