Members: Ronnie Bozzer (Chairman), A. Ross Gorrell, Stan Page
Primary roles and responsibilities:
- reviewing succession plans for key management positions within the Company and its subsidiaries;
- reviewing and making recommendations to the Board as to the election or appointment of executive officers of the Company;
- reviewing management development policies and practices and staffing plans in the Company;
- reviewing and recommending to the Board for approval the compensation and benefit policies of the Company and its subsidiaries, the terms and conditions of employee benefit plans, including incentive-compensation plans and equity-based compensation plans;
- leading the process for assessing the performance of the Chief Executive Officer;
- developing a written position description for the Company’s Chief Executive Officer and reviewing the employment agreements and annual performance contracts of the Chief Executive Officer and executive officers;
- reviewing and approving the compensation levels of executive officers. In considering the Chief Executive Officer's compensation level, the Committee reviews and approves the corporate goals and objectives relevant to the Chief Executive Officer's compensation, evaluates the Chief Executive Officer's performance in light of those goals and objectives, and determines and approves the Chief Executive Officer's compensation level based on this evaluation;
- reviewing and approving employee stock option grants in accordance with the terms of the Employee Stock Option Plan;
- reviewing human resource strategies and policies;
- producing and reviewing the Company’s disclosure of executive compensation; and
- In respect of matters within the Compensation Committee’s purview and delegation, assisting the Board in its oversight of the Company’s compliance with legal and regulatory requirements.
Compensation Charter DXI Energy Inc.