Page 46 - Board of Directors Orientation

GOVERNANCE

4. PURPOSE

Oversee the Company’s human resource strategy, with a primary focus on compensation and benefits,
and administration of the Company’s Employee Stock Ownership (ESOP) Plan.
5. DUTIES AND RESPONSIBILITIES

a. Review and advise management on human resource and talent strategy.
b. Review and recommend to the Board overall total compensation strategy.

c. Review and approve all compensation and benefit plans in which officers of the company may participate. Review
and approve in advance any material amendments to these plan, and any waivers or exemptions to be granted.
a. In consultation with the Chair, review and approve corporate goals that relate to the CEO’s compensation.

b. Review and approve any stock-based compensation grants greater than 200 shares.
c. Evaluate the CEO’s performance on an annual basis.
d. Approve CEO compensation.
e. Oversee Company succession planning process for CEO and executive leadership team.
f. Approve any promotions or terminations of members of the Executive Leadership Team.

g. Retain such outside compensation consultant as may be appropriate to assist the Committee in its work.
h. Such other and further duties as may be assigned to the Committee.
6. MEMBERSHIP

The Committee shall be comprised of at least three directors, each of whom shall be independent as determined by the Board.

44 Haskell | 2021 Board of Directors Orientation