Compensation Committee Charter
The Bank of Glen Burnie
Compensation Committee Charter
Organization and Membership
There shall be a committee of the board of directors to be known as the Compensation Committee. The Committee shall be comprised of two or more members of the Board of Directors of the Bank, each of whom the Board of Directors determines to be “independent” in accordance with the rules of The NASDAQ Stock Market LLC., a “non-employee” director within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code.
Statement of Policy
The role of the compensation committee is to provide overall guidance with respect to the establishment, maintenance and administration of compensation programs and employee benefit plans for Glen Burnie Bancorp and The Bank of Glen Burnie (collectively “the Bank of Glen Burnie”), including (a) establishing the compensation of the Chief Executive Officer and the other executive officers of The Bank of Glen Burnie, (b) overseeing The Bank of Glen Burnie’s executive incentive plans, policies, practices and programs, (c) evaluating the performance of the Chief Executive Officer and, with the assistance of the Chief Executive Officer, the performance of other executive officers and (d) evaluating and reviewing The Bank of Glen Burnie’s management resources, including review of The Bank of Glen Burnie’s management succession and management development processes. The committee may also have other duties as assigned to it by the board.
The committee will hold at least two (2) regular meetings per year and additional meetings as the committee deems appropriate. The operation of the committee, including with respect to actions without meetings, notice of meetings and waiver of notice, quorums and voting requirements, shall be as set forth in the Bylaws of The Bank of Glen Burnie.
The committee shall have the following responsibilities with respect to the compensation of the executive officers of The Bank of Glen Burnie and related compensation matters:
1. Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer; evaluate the Chief Executive Officer’s performance in light of those goals and objectives; set the Chief Executive Officer’s annual compensation, including salary, incentive compensation plans and equity-based plans, based on this evaluation.
2. Review and approve the annual compensation of the other executive officers of The Bank of Glen Burnie, including salary, incentive compensation plans, equity based plans and other benefits, direct and indirect.
3. Review and approve, as appropriate, any new incentive compensation plans, including equity-based plans, and, as may be required, any amendments to existing plans relative to the Chief Executive Officer and other executive officers.
4. In consultation with executive management, approve The Bank of Glen Burnie’s compensation philosophy and oversee and monitor The Bank of Glen Burnie’s compensation policies, plans and programs for its executive officers to ensure that they are consistent with the board’s compensation philosophy and objectives, as well as the long-term interests of the stockholders
5. Oversee all plans of The Bank of Glen Burnie that provide for awards of stock options, stock appreciation rights, restricted stock or other similar equity-based awards, unless otherwise provided in the plans.
6. Approve (a) the individuals that the CEO is recommending participate in the Plan, (b) the number of shares to be covered by such awards each year, and (c) the time or times at which such awards shall be made;
7. Adopt, amend, and rescind any rules and regulations pertaining to such plans as the committee deems to be appropriate.
8. Review The Bank of Glen Burnie’s compensation programs to determine if they encourage unnecessary risk taking behavior by employees of The Bank of Glen Burnie and recommend modifications to such programs to reduce any such risks.
9. Review and approve, as appropriate, employment agreements or change in control agreements, including any contractual commitments or agreements with executive officers of The Bank of Glen Burnie.
10. Review and discuss with Management, the Company’s Compensation and Discussion and Analysis (CD&A) and the related executive compensation information. Recommend that the CD&A be included in the Bank’s annual report on Form 10-K and proxy statement, and produce the compensation committee report on executive officer compensation which is required to be included in the Bank’s annual proxy statement.
11. To review and consider the results of the most recent Say on Pay vote in evaluating and making recommendations regarding executive compensation.
12. To recommend to the Board for approval the frequency with which the Bank will conduct Say on Pay votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and to review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Bank’s proxy statement.
13. Review and make recommendations to the Board regarding director compensation.
14. Review, at least annually, succession planning and management development activities regarding the Chief Executive Officer and other key executive officers.
15. Make regular reports to the board on the committee’s activities.
16. Conduct an annual review of the committee’s performance.
17. Discharge any other duties, responsibilities or activities delegated to the committee by the board of directors from time to time.
The committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the committee. In addition, consistent with applicable law, regulations and The Bank of Glen Burnie’s benefit and incentive plans, the committee may delegate certain of its authority to the Chief Executive Officer or other appropriate members of management, including with respect to matters relating to the compensation, or election as officers, of employees other than the Chief Executive Officer and the other executive officers.
In order to carry out the duties conferred upon the committee by the Charter, the committee may retain special legal or compensation consultants to advise the committee. The committee shall have the sole authority and responsibility to approve the engagement of compensation consultants to assist the committee in the evaluation of Chief Executive Officer or executive officer compensation and benefits, including approval of the fees, expenses and other retention terms of any such special legal or compensation consultants. The Bank of Glen Burnie shall provide for appropriate funding, as determined by the committee, for the payment of any such fees and expenses.