The Compensation and Corporate Governance Committee (the “Committee”) is formed and appointed by the Board Directors (the “Board”) of Thomas Group, Inc., a Delaware corporation (the “Company”), to (1) identify individuals qualified to become Board members; (2) recommend to the Board a slate of director nominees to be elected by the stockholders at the next annual meeting of stockholders and, when appropriate, director appointees to take office between annual meetings; (3) recommend to the Board membership on standing Board committees; and (4) review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers of and directors of the Company, including stock compensation and loans (to the extent permitted by law and regulation), and all bonus and stock compensation to all employees.
The philosophy of the Committee in exercising its compensation function is that the Company should compensate the Company’s officers and directors in such a manner as to attract and retain the best available personnel for positions of substantial responsibility with the Company, to provide incentives for such persons to perform to the best of their abilities for the Company, and to promote the success of the Company’s business. The Committee has the authority and responsibility to undertake the specific activities identified in this Charter and will have the authority and responsibility to undertake such other specific activities as the Board from time to time may prescribe.
In exercising its authority, duties and responsibilities under this Charter, the Committee shall have and may exercise all the powers and authority of the Board. The Committee shall have the sole authority to retain and terminate any search firm engaged to assist in identifying director candidates, including the sole authority to approve the search firm’s fees and other retention terms. The Committee also shall have the sole authority to retain and terminate any compensation advisory firm engaged to assist in developing compensation programs for the Company’s officers and employees, including the sole authority to approve the compensation advisory firm’s fees and other retention terms. The Committee shall be assisted by appropriate corporate staff, and in addition, the Committee may obtain advice and assistance from such other persons, who need not be employees of the Company, or organizations as it may deem necessary or appropriate, with the expenses incurred in their use to be paid by the Company. The foregoing authority includes obtaining advice and assistance from internal or external legal, accounting or other advisors.
The Committee shall consist of a number of non-employee directors fixed from time to time by the Board, but not less than two. The members of the Committee shall be appointed and may be removed by the Board in its discretion. At least two members of the Committee shall be outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable guidance issued thereunder. With respect to any member of the Committee who is not such an outside director, there shall be an abstention or recusal of such member from Committee decisions, as appropriate, regarding performance-based compensation and any other compensation that is otherwise intended to be exempt from the tax deduction limitations under Section 162(m)(1) of the Code. All members of the Committee shall be determined to be “independent” as such term is defined in the listing standards of the Nasdaq Stock Market. Notwithstanding the foregoing, the Committee may include one director who does not satisfy the applicable requirements for independence only if the Board, under exceptional and limited circumstances, determines that such individual’s membership is required in the best interests of the Company and its stockholders and is permitted under applicable law and the listing standards of the Nasdaq Stock Market.
The Committee shall meet at such times and with such frequency as it determines to be necessary or appropriate, or as meetings may be called by the Chairman of the Committee, any two members of the Committee, or the Chairman of the Board. At a minimum of one such meeting annually, the Committee will consider stock plans, performance goals and incentive awards, and the overall coverage and composition of the compensation package. The Committee may invite members of management or others to attend meetings and/or to furnish pertinent information. The Committee may also meet in executive session as required. The Board shall appoint one member of the Committee as Chairman of the Committee. The Chairman of the Committee shall be responsible for scheduling all meetings of the Committee, determining the agenda for each meeting (following consultation with other members of the Committee and with management), presiding over meetings of the Committee and coordinating reporting to the Board. In the absence of the Chairman of the Committee, the majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting. The Committee may form and delegate authority to subcommittees when appropriate.
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the Board. The Committee is governed by the same rules regarding meetings (including meetings by teleconference or similar communications), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Delaware.
In the exercise of its nominating and corporate governance oversight functions, the Committee shall:
In the exercise of its compensation functions, the Committee shall:
In the exercise of its functions generally, the Committee shall:
At least annually, the Committee shall review and reassess the adequacy of this Charter. The Committee shall report the results of the review to the Board and, if necessary, recommend that the Board amend this Charter.