COMPENSATION COMMITTEE CHARTER
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- Kathryn Booker
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1 COMPENSATION COMMITTEE CHARTER I. STATEMENT OF PURPOSE: The Compensation Committee (the Committee ) is established by the Board of Directors (the Board ) of Stonegate Bank (the Bank ) and is responsible for exercising oversight with respect to the establishment, maintenance and administration of the Banks s compensation programs and employee benefit plans, including reviewing and approving the Chief Executive Officer s, and other executive officers compensation, and recommending directors compensation. II. COMMITTEE MEMBERSHIP: The members of the Committee shall be appointed by the Board, subject to the following requirements: The Committee shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the provisions of Rule 10C-1(b)(1) under the Securities Exchange Act of 1934 (the Exchange Act ) and the rules of the Nasdaq Stock Market. Each member must also qualify as a non-employee director for the purposes of Rule 16b-3 under the Exchange Act, and as an outside director for the purposes of Section 162(m) of the Internal Revenue Code. The Board may remove any member from the Committee at any time with or without cause. As of April 29, 2014, the composition of the Committee is: John Tomlinson, Chairman Jeff Holding Glenn Straub III. STRUCTURE AND OPERATIONS: The Board shall designate a member of the Committee as the Chairman. The Committee shall report regularly to the Board regarding the Committee s actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. Meetings are called as necessary by the Chairman of the Committee, subject to the presence of a quorum. A quorum shall consist of a simple majority of voting members. Each Committee member shall have an equal vote on all matters coming before the Committee. Any matter coming before this Committee by means of an Action by Consent Compensation Committee Charter Approved 04/29/14 Page 1 of 5
2 in Lieu of Meeting, shall require a vote of a majority of the voting members of the Committee. The Committee, by simple majority vote, shall have the authority to change its membership and such change shall be ratified by the full Board of Directors. IV. AUTHORITY AND RESPONSIBILITIES: The Committee shall have the following authority and responsibilities: Executive Officer and Director Compensation Review and approve the Bank s general compensation philosophy as reflected in the Bank s compensation principles. (i) Review and approve corporate goals and objectives relevant to the Chief Executive Officer s compensation, (ii) annually evaluate the Chief Executive Officer s performance in light of those goals and objectives and such other factors as the Committee deems appropriate, in the best interests of the Bank and in satisfaction of any applicable requirements of any other legal or regulatory requirements, and (iii) report such evaluation to the Board annually and determine and approve the Chief Executive Officer s compensation based on this evaluation. Compensation decisions made by the Committee for the Chief Executive Officer shall be subject to further approval by the Board. The Chairman of the Committee or the Chairman of the Board shall be responsible for communicating to the Chief Executive Officer the evaluation of his or her performance and the level of compensation approved for the Chief Executive Officer. The Chief Executive Officer may not be present during voting or deliberations on his or her compensation. In determining the long-term incentive component of the Chief Executive Officer s compensation, the Committee may consider the Bank s performance and relative shareholder return, the value of similar incentive awards to Chief Executive Officers at comparable banks or bank holding companies, and the awards given to the Bank s Chief Executive Officer in past years. Determine and approve the compensation, including salary, incentive compensation and equity-based awards, with respect to the Bank s other executive officers. In doing so, the Committee may evaluate their performance in light of goals and objectives established by the Committee and such other factors as the Committee deems appropriate, in the best interests of the Bank, and other legal, or regulatory requirements. Approve employment, severance and change in control arrangements for executive officers. Review the form and amount of compensation for the Bank s directors at least once a year. Director compensation should provide reasonable compensation Compensation Committee Charter Approved 04/29/14 Page 2 of 5
3 for non-employee directors commensurate with their duties and responsibilities as directors, and provide a sufficient level of compensation necessary to attract and retain highest quality individuals. A portion of compensation should be in the form of the Bank s common stock in order to further align the interests of non-employee directors with those of the Bank s shareholders. Directors who are Bank employees shall not be compensated for their services as directors. General Compensation and Benefits Plans Review and adopt proposals related to any employee benefit plan of the Bank or its subsidiaries (including any such plans in which any executive officer participates), including proposals for the adoption, amendment, modification or termination of such plans. Review and recommend to the Board incentive-compensation and equity-based plans that are subject to Board approval. Administer all plans of the Bank that provide for awards of stock options, stock appreciation rights, restricted stock or other similar stock-based awards, including the Bank s directors plans, unless otherwise provided for in the plans. In that regard, the determine: (i) the individuals to whom grants shall be awarded under such plans; (ii) the number of shares to be covered by such awards; (iii) the terms and conditions of such awards; and, (iv) the time or times at which such awards shall be made; interpret such plans; and adopt, amend and rescind any rules and policies pertaining to such plans or awards as the Committee deems to be appropriate. With respect to any funded employee benefit plan covering employees of the Bank subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, have the authority to appoint and terminate the named fiduciary or named fiduciaries of such plan and monitor their performance, unless such fiduciaries are specified in the constituent plan documents. Other Responsibilities Compensation Committee Charter Approved 04/29/14 Page 3 of 5
4 Review and discuss with management, and, if appropriate, recommend language in the annual proxy statement relative to executive compensation. (i) Review the Bank s compensation practices to ensure that they do not encourage unnecessary and excessive risk-taking and are consistent with the safety and soundness of the Bank, (ii) review and discuss at least annually the relationship between risk management policies and practices and compensation, and (iii) evaluate compensation policies and practices that could mitigate any such risk. Annually review and, if necessary, recommend modifications to stock ownership guidelines for directors and executive officers of the Bank. Carry out such other duties that may be delegated to it by the Board from time to time. Access to Records, Consultants and Other Advisors The Committee shall have the power and authority, in its sole discretion, to retain or obtain the advice of compensation consultants, legal counsel or other advisors (each an advisor ). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any advisor retained by the Committee. The Bank shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such advisor. Before selecting or receiving advice, the Committee must take into consideration all factors relevant to the advisor s independence from management, including but not limited to those items specified in Rule 10C-1(4)(i)-(vi).. The Committee shall determine, in its business judgment, that any compensation consultants engaged by the Committee to assist it in the evaluation of director, Chief Executive Officer or senior executive compensation and benefits ( Independent Compensation Consultants ) have no relationship to the Bank that would interfere with the exercise of their independent judgment. The Committee shall evaluate whether any Independent Compensation Consultants retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K. If the Independent Compensation Consultants provide services to the Bank other than in connection with the evaluation of director, chief executive officer or senior executive compensation and benefits, the Committee shall approve the annual amount of aggregate fees permitted for such other services. The Committee s Chairman may approve changes to the engagement with the Independent Compensation Consultants previously approved by the Committee and shall report any such changes to the Committee at its next regularly scheduled meeting. Management shall report to the Committee at least annually regarding all services performed by and fees paid to any Independent Compensation Consultant. Compensation Committee Charter Approved 04/29/14 Page 4 of 5
5 In discharging its responsibilities, the Committee shall have full access to any relevant records of the Bank and may also request that any officer or other employee of the Bank, including the Bank s senior compensation or human resources executives, the Bank s outside counsel or any other person meet with any members of, or consultants or advisors to, the Committee. V. ANNUAL CHARTER REVIEW AND AMENDMENTS. The Committee shall review this Charter and reassess the adequacy of the Charter at least annually and recommend any proposed changes to the Board for approval. The Board may amend this Charter, from time to time, by action at any meeting or by unanimous written consent. Compensation Committee Charter Approved 04/29/14 Page 5 of 5
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