Page 18 - 2021 Proxy Statement (03.10.2021 Draft)_Neat

Compensation Committee

Current Members*

Sharon L. Jones (Chair)
James J. Markowsky
Thomas S. Shaw, Jr.

Independence. The Compensation Committee is composed entirely of directors who meet the independence
requirements under the NASDAQ standards and the rules of the SEC.

Primary Responsibilities. The Compensation Committee is responsible for, among other things: (1) reviewing key
employee compensation policies, plans and programs; (2) reviewing and approving the compensation of our chief executive
officer and other executive officers; (3) reviewing and approving employment contracts and other similar arrangements
between us and our executive officers; (4) reviewing and consulting with the chief executive officer on the selection of
officers and evaluation of executive performance and other related matters; (5) administration of stock plans and other
incentive compensation plans; (6) overseeing compliance with any applicable compensation reporting requirements of the
SEC; (7) retaining consultants to advise the committee on executive compensation practices and policies; (8) establishing
and periodically reviewing succession plans for our executive officers and others; (9) determining stock ownership
guidelines for the CEO and other executive officers and monitoring compliance with such guidelines; and (10) handling such
other matters that are specifically delegated to the Compensation Committee by the Board from time to time.

Charter. The Compensation Committee is governed by the Compensation Committee Charter, adopted by the
Board. A copy of the Committee Charter can be found online at www.ftek.com by clicking on the Corporate Governance
link under the “About Us” tab.

Nominating and Corporate Governance Committee

Current Members

James J. Markowsky (Chair)
Sharon L. Jones
Thomas S. Shaw, Jr.
Dennis L Zeitler

Independence. The NCGC is composed entirely of directors who meet the independence requirements under the
NASDAQ standards and the rules of the SEC.

Primary Responsibilities. The NCGC is responsible for, among other things: (1) developing, recommending and
reviewing the adequacy of the corporate governance principles applicable to us; (2) developing and recommending to the
Board compensation for Board members; (3) reviewing our compliance with state and federal corporate governance laws
and regulations and with the NASDAQ corporate governance listing requirements; (4) making recommendations to the
Board regarding the size and composition of the Board; (5) establishing criteria for the selection of new directors to serve
on the Board and reviewing the appropriate skills and characteristics required of directors; (6) identifying, screening and
recommending nominees to be proposed by us for election as directors at the Annual Meeting of Stockholders, or to fill
vacancies; (7) considering and reviewing the qualifications of any nominations of director candidates validly made by
stockholders; (8) reviewing the committee structure of the Board and recommending, on an annual basis, directors to serve
as members of each committee; (9) establishing criteria for, overseeing the process for, and leading the annual
performance self-evaluation of the Board and each committee; (10) reviewing any director resignation letter tendered in
accordance with the Company’s Corporate Governance Guidelines, and evaluating and recommending to the Board
whether such resignation should be accepted; and (11) overseeing the Company’s strategy on corporate social
responsibility and sustainability, and developing related policies and procedures.

Charter. The NCGC is governed by the NCGC Charter, adopted by the Board. A copy of the Committee Charter
can be found online at www.ftek.com by clicking on the Corporate Governance link under the “About Us” tab.

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