This charter (the “Charter”) governs the operations of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of hhgregg, Inc. (the "Company") and shall remain in effect unless and until further amended, modified and/or restated. The Committee shall review the adequacy of this Charter at least annually and recommend any proposed changes to the Board for its approval, although the Board shall have sole authority to amend this Charter. Upon effectiveness, the Company shall make this Charter available on its website at www.hhgregg.com.
MEMBERSHIP AND INDEPENDENCE OF COMMITTEE
The Committee shall be composed of such number of directors as appointed by the Board. The Committee and the Chairman of the Committee shall be appointed by the Board based on nominations recommended by the Nominating and Corporate Governance Committee of the Board. Committee members shall serve until their successors are duly appointed and qualified or until their earlier removal by the Board at any time.
The Board will establish and affirm that each Committee member meets all applicable standards of independence, in accordance with the requirements of the New York Stock Exchange, Inc. (the "NYSE") and the rules and regulations of the Securities and Exchange Commission (the "Commission") at such time as the Company is subject to such requirements.
The Committee may form, and may delegate any of its responsibility to, subcommittees as it deems necessary or appropriate, in its sole discretion.
MEETINGS OF THE COMMITTEE
The Committee shall meet as often as it shall determine is appropriate, but not less frequently than annually. The Committee shall periodically meet in executive session without management.
COMPENSATION COMMITTEE CONSULTANTS AND ADVISER INDEPENDENCE ASSESSMENT
The Committee shall have the authority to select, retain, obtain the advice of and terminate any compensation consultant, independent legal counsel or other adviser (each a “Compensation Adviser") as it deems necessary or appropriate, in its sole discretion. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Compensation Adviser retained by it. The Committee may invite any such Compensation Adviser, as well as any officer, director or employee of the Company, to attend meetings of the Committee or to meet with any members of the Committee. The Committee shall have the sole authority to approve the reasonable fees and retention terms relating to any Compensation Adviser, which fees shall be borne by the Company.
The Committee is responsible for performing an assessment of each Compensation Adviser, in accordance with NYSE listing standards, including weighing the independence factors enumerated below, before making their selection to retain the services of such Compensation Adviser.
The Committee will also perform an annual independence assessment of its Compensation Advisers, including a review of the following enumerated independence factors : (1) other services performed for the Company by the Compensation Adviser’s employer; (2) amount of fees received from the Company by the Compensation Adviser’s employer, as a percentage of the total revenue of the employer; (3) policies and procedures of the Compensation Adviser’s employer that are designed to prevent conflicts of interest; (4) any business or personal relationship of the Compensation Adviser with a member of the Committee; (5) any stock of the Company owned by the Compensation Adviser; and (6) any business or personal relationship of the Compensation Adviser or the Compensation Adviser’s employer with an executive officer of the Company.
PURPOSES OF THE COMMITTEE
The Committee shall discharge the overall responsibility of the Board relating to executive and director compensation, produce an annual compensation report for inclusion in the Company's proxy statement and the annual report on form 10-K and perform any other tasks as the Board, from time to time, may prescribe. All powers of the Committee are subject to the Company's By-Laws and applicable law. The Committee shall report to the Board at least annually.
AUTHORITY AND RESPONSIBILITIES
The Chairman of the Compensation Committee shall have the responsibility for presiding over committee meetings, and ensuring that meeting agendas and minutes are prepared.
The Committee shall have the following authority and responsibilities:
|$ 0.12||0.06 (35.00%)|
Day High: 0.17
Day Low: 0.10
3:59 PM ET | Mar 7, 2017
Delayed ~20min., by eSignal