Purpose
The Compensation Committee (the "Committee") is appointed by the Board of Directors (the"Board") of [Company Name] (the "Company") to assist the Board in discharging its responsibilities relating to compensation of the Company’s executive officers. The Committee shall:
- Oversee the Company’s overall compensation philosophy and ensure alignment with shareholder interests.
- Review and approve corporate goals and objectives relevant to CEO and executive compensation;
- Evaluate the performance of the CEO and other executive officers in light of those goals and objectives;
- Determine and approve CEO and executive officer compensation;
- Oversee the administration of the Company's equity-based and incentive compensation plans;
- Ensure compliance with applicable Nasdaq and SEC rules and Pennsylvania corporate law.
Membership
The Committee shall consist of at least two (2) directors, each of whom shall:
- Be independent as defined by Nasdaq Listing Rule 5605(a)(2);
- Qualify as a "non-employee director" under Rule 16b-3 of the Securities Exchange Act of1934;
- Qualify as an "outside director" under Section 162(m) of the Internal Revenue Code (if applicable).
- Members shall be appointed and removed by the Board. The Board shall designate one member as Chair.
Meetings and Procedures
- The Committee shall meet as often as necessary to carry out its duties, but not less than twice annually.
- A majority of members shall constitute a quorum.
- Minutes shall be kept for all meetings and submitted to the Board.
Duties and Responsibilities
The Committee shall:
Executive Compensation
- Annually review and approve corporate goals and objectives for the CEO;
- Evaluate the CEO’s performance and determine the CEO’s compensation;
- Review and approve the compensation of all Executive Officers;
- Approve employment agreements, severance arrangements, and change-in-control agreements for Executive Officers.
For purposes of this Charter, “Executive Officers shall include all members of the C-Suite ofTucows Inc; The CEO or President of any operating division or business unit; and any otherofficer of Tucows or its subsidiaries who is designated as an "executive officer" by resolutionof the Board of Directors, or whose role and responsibilities meet the definition of"executive officer" under applicable securities laws or exchange rulesIncentive and Equity-Based Compensation
- Oversee the Company’s incentive compensation plans, including short- and long-term bonus plans;
- Administer equity-based plans, including stock options and restricted stock;
- Approve grants and awards to executives under such plans.Disclosure and Governance
- Review and discuss with management the Compensation Discussion & Analysis (CD&A) required by SEC rules;
- Recommend the CD&A for inclusion in the Company’s annual proxy statement;
- Review and approve the Compensation Committee Report;
- Review Say-on-Pay results and consider shareholder input.Other
- Review compensation policies to discourage excessive risk-taking while promoting sustainable performance and alignment with long-term shareholder value;
- Monitor trends in executive compensation and adopt best practices;
- Conduct an annual evaluation of the Committee’s performance and Charter.
Authority and Resources
- The Committee shall have sole authority to retain or terminate compensation consultants, legal counsel, or other advisors to assist in evaluating executive compensation.
- The Committee shall have access to all books, records, and facilities of the Company as necessary.
- The Company shall provide appropriate funding, as determined by the Committee, for payment of such advisors and administrative expenses.
Delegation
The Committee may delegate specific responsibilities to a subcommittee, officer, or another group as permitted by applicable law and Nasdaq rules, provided no such delegation shall compromise required independence standards.
Amendment and Review
This Charter may be amended at any time by the Board. The Committee shall review thisCharter annually and recommend any changes for Board approval.