Home Products Capabilites Investor Relations Company Info Contact Us
Stocker Yale Sitemap | Search for  
 

Amended and Restated Governance, Nominating and Compensation (GNC) Committee Charter

1. Purpose

The purpose of the Governance, Nominating and Compensation Committee (the “Committee”) of StockerYale, Inc. (the “Company”) is to assist the Board of Directors of the Company (the “Board”) in fulfilling its responsibilities by:

For the purposes of this Charter, any reference to any statute, law, rule or regulation shall include any successor provision thereto.

2. Structure and Membership

  1. Number. The Committee shall consist of at least three members of the Board.
  2. Requirements for Membership. Except as otherwise permitted by the applicable rules of the Nasdaq Stock Market, Inc. or any other exchange upon which the Company’s securities are traded (collectively with the Nasdaq Stock Market Inc., “Nasdaq”), each member of the Committee shall (i) meet the independence requirements promulgated by Nasdaq, (ii) be free from any relationship that, in the opinion of the Board, would interfere in the exercise of his or her independent judgment as a member of the Committee, including any relationship described under Section 402(j)(3) of Regulation S-K (as applicable) of the Securities and Exchange Commission (the “SEC”) and (iii) meet any other requirements for membership on the Committee promulgated by Nasdaq or the SEC. In addition, each member of the Committee shall be a “non-employee director”, as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an “outside director” as defined in the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended.
  3. Chair. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote.
  4. Compensation. The compensation of Committee members shall be as determined by the Board.
  5. Selection and Removal. Members of the Committee shall be selected and appointed by the Board. The Board may remove members of the Committee, with or without cause. Resignation or removal of a director from the Board, for whatever reason, shall automatically and without any further action constitute resignation or removal, as applicable, from the Committee. Any member of the Committee may resign by delivering his or her written resignation to the Company at its principal office or to the Chair of the Committee. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any vacancy on the Committee, occurring for whatever reason, may be filled only by the Board.

3. Authority and Responsibilities

General

The Committee shall discharge its responsibilities, and shall assess the information provided by management, in accordance with its business judgment.

Corporate Governance Matters

  1. Corporate Governance Guidelines. The Committee shall periodically, but not less than annually, review and assess the adequacy of the Company’s Corporate Governance Guidelines. The Committee shall recommend any amendments to the Corporate Governance Guidelines to the Board for approval.
  2. Policy Governing Director Nominations and Shareholder-Board Communications. Periodically, the Committee shall review the Company’s Policy Governing Director Nominations and Shareholder-Board Communications (the “Policy”) in light of the rules and requirements promulgated by Nasdaq, the SEC and any other governmental or regulatory authority to which the Company is subject. The Committee shall recommend any proposed changes to the Policy to the Board for approval. The Company will disclose any material changes to the Policy in the Company’s filings with the SEC as may be required.
  3. Corporate Governance Requirements. The Committee shall periodically, but not less than annually, review the Company’s compliance with the corporate governance requirements of the SEC and Nasdaq and report to the Board the results of such review, including any actions recommended by the Committee with respect to compliance with such requirements.
  4. Annual Evaluation of the Board and Committees. The Committee shall oversee an annual self-evaluation by the Board to determine whether the Board is functioning effectively. The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board’s performance to be discussed with the Board. The Committee shall oversee a similar self-evaluation by each committee.
  5. Evaluation of Senior Executives. The Committee shall periodically, but not less than annually, conduct an evaluation of the Company’s senior executives. The Committee shall, except with respect to the Company’s senior financial executives, in which case the Committee shall, together with the Audit Committee, determine the nature and frequency of the evaluation and the persons subject to the evaluation, conduct the evaluation and prepare assessments of the performance of the Company’s senior executives, to be discussed with the Board.
  6. Review of Shareholder Proposals. The Committee shall review all shareholder proposals submitted to the Company, including any proposal relating to candidates for nominations to the Board, and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal.
  7. Succession Planning. The Committee shall present an annual report to the Board on succession planning, which shall include suggestions for transitional Board and senior executive leadership in the event of an unplanned vacancy. In the event of a vacancy in the office of Chief Executive Officer or Chief Financial Officer, the Committee shall assist the Board in identifying and evaluating potential successors to the vacant office.
  8. Former Chief Executive Officer’s Board Membership. Upon the resignation or removal from office, for any reason, of the Chief Executive Officer who is also a member of the Board, the Committee shall have the power, in its discretion based upon the facts and circumstances of each case, to request that such former Chief Executive Officer resign from the Board effective upon the resignation or removal of such individual from the position of Chief Executive Officer.

Director Nomination Matters

  1. Selection of Director Nominees. Except where the Company is legally required by contract, its Restated Articles of Organization, as amended and in effect from time to time (the “Articles”), its Amended and Restated By-Laws as in effect from time to time (the “By-Laws”) or otherwise to provide third parties with the ability to nominate directors, the Committee shall have sole responsibility and authority for identifying and recommending to the Board (i) any person(s) to be nominated by the Board for election to the position of director at the annual or other properly convened meeting of shareholders and (ii) any person(s) to be elected by the Board or to be nominated by the Board for election by shareholders in accordance with the Company’s By-Laws to fill any vacancies on the Board, each in accordance with the Policy.
  2. Criteria for Selecting Director Nominees. The Committee shall use the criteria set forth in the Policy to guide its process in identifying individuals for recommendation to the Board for nomination for election to the position of director. The Committee shall periodically review and reassess the adequacy of the Policy and recommend any proposed changes to the Board for approval.
  3. Annual Evaluation of Board Composition. On an annual basis, the Committee shall review the composition and size of the Board to ensure that the backgrounds and qualifications of directors considered as a group should provide a significant breadth of experience, knowledge and abilities that shall assist the Board in fulfilling its responsibilities.
  4. Evaluation of Directors Nominated for Re-election. The re-nomination of existing directors should not be viewed as automatic. Except where the Company is legally required by contract, its Articles, its By-Laws or otherwise to provide third parties with the ability to nominate directors for re-election, the Committee shall evaluate the performance of any existing directors proposed for nomination for re-election and such directors’ continuing qualification under the criteria for director nominees set forth in the Policy. The Committee shall also consider the existing directors’ past attendance at meetings and participation in and contributions to the activities of the Board and any committee. If such incumbent director has had a significant change in status referred to in Section C.7 of the Policy, the Committee shall also take this event into consideration.
  5. Search Firms . The Committee shall have the authority to retain, oversee and terminate any search firm to be used to identify director nominees, including the authority to approve the search firm’s fees and other retention terms, with consideration given to the Company’s financial condition and budgetary process. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee.
  6. Committee Composition. The Committee shall recommend directors to the Board for selection to serve on the committees of the Board. Consideration shall be given to rotating memberships on the committees of the Board and the chairmanship of each committee. Nonetheless, there may be valid considerations for extending the tenure of a member or chairman thereof.

Compensation Matters

  1. CEO Compensation. The Committee shall annually review and approve corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and set the Chief Executive Officer’s compensation level based on such evaluation.
  2. Executive Officer Compensation. The Committee shall review and approve executive officer compensation (including that of the Chief Executive Officer), including salary, bonus and incentive compensation levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of executive officer compensation. The Committee shall meet without the presence of executive officers when approving or deliberating on executive officer compensation but the Committee may, in its discretion, invite the Chief Executive Officer to be present during the approval of, or deliberations with respect to, other executive officer compensation.
  3. Director Compensation. The Committee shall conduct an annual review of the compensation of the Company’s directors and make recommendations to the Board with respect thereto.
  4. Plan Recommendations and Approvals. The Committee shall periodically review and make recommendations to the Board with respect to the design and operation of incentive-compensation plans and equity-based plans.
  5. Incentive Plan Administration. The Committee shall exercise all rights, authority and functions of the Board under all of the Company’s stock option, stock incentive, employee stock purchase and other equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that, except as otherwise expressly authorized to do so by a plan or resolution of the Board, the Committee shall not be authorized to amend any such plan. To the extent permitted by applicable law and the provisions of a given plan, and consistent with the requirements of applicable law and such plan, the Committee may delegate to one or more executive officers of the Company the power to grant options or other stock awards pursuant to such plan to employees of the Company or any subsidiary of the Company who are not directors or executive officers of the Company.
  6. Compensation Committee Report on Executive Compensation. The Committee shall prepare the reports described in Items 402(i) and 402(k) of Regulation S-K of the SEC or Item 402(h) of Regulation S-B of the SEC, as applicable, for inclusion, as appropriate or required, in a proxy or information statement of the Company relating to an annual or other properly convened meeting of shareholders at which directors are to be elected.
  7. Compensation Committee Report on Repricing of Options/SARs. If during the last fiscal year of the Company (or such shorter period of time as the Company was a reporting company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended) any adjustment or amendment was made to the exercise price of any stock option or stock appreciation right previously awarded to a “named executive officer” (as defined in Item 402(a)(3) of Regulation S-K of the SEC and Item 402(a)(2) of Regulation S-B of the SEC, as applicable), the Committee shall furnish the report required by Item 402(i) of Regulation S-K of the SEC as appropriate or required.

D. Procedures and Administration

  1. Meetings. The Committee shall meet at least twice per fiscal year, and otherwise as often as it deems necessary in order to perform its responsibilities. The Committee shall keep such records of its meetings as it shall deem appropriate.
  2. Quorum and Action at Meetings. A majority of the members of the Committee shall constitute a quorum for purposes of holding and transacting any business at a meeting. At any meeting at which a quorum is present, a majority of members of the Committee present may take any action on behalf of the Committee.
  3. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if all members of the Committee consent to the action in writing, which may include a consent transmitted by electronic means as permitted under Section 8.21(a) of Chapter 156D of the Massachusetts General Laws. Any such written consent of the Committee shall be treated for all purposes as a vote at a meeting of the Committee.
  4. Subcommittees. The Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances.
  5. Charter. The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
  6. Consulting Arrangements. The Committee shall have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer compensation and shall have authority to approve the consultant’s fees and other retention terms, with consideration given to the Company’s financial condition and budgetary process. The Committee shall also have authority to commission compensation surveys or studies as the need arises. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such consultants as established by the Committee.
  7. Independent Advisors. The Committee shall have the authority, without further action by the Board, to engage and determine funding for such independent legal, accounting and other advisors as it deems necessary to carry out its responsibilities, with consideration given to the Company’s financial condition and budgetary process. Such independent advisors may be the regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.
  8. Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.
  9. Annual Self-Evaluation. At least annually, the Committee shall evaluate its own performance and report the results of such evaluation to the Board.
  10. Additional Duties and Powers. The Committee may take such other actions with respect to matters as may be requested by the Board from time to time. In performing its duties, the Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management, the independent auditor and such experts, advisors and professionals as may be consulted by the Committee.