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Compensation Committee Charter

I.  PURPOSE

The primary purposes of the Compensation Committee (the "Committee") of the board of directors of Trinity Capital Corporation (the "Company") are to (1) discharge the board of director's responsibilities relating to the compensation of the executive officers of the Company and (2) produce the Compensation Discussion and Analysis on such executive compensation for inclusion in the Company's proxy statement in compliance with all rules and regulations of the Securities and Exchange Commission (the "SEC") and any other body with regulatory authority over the Company.

II.  COMPOSITION

The Committee shall be composed of at least three members, all members shall satisfy the independence requirements of the SEC and any other body with regulatory authority over the Company. The board of directors shall appoint the members of the Committee. The members of the Committee may designate a Chairman of the Committee. The board of directors shall have the power to change the membership of the Committee and to fill vacancies in it.

The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in no event shall the Committee meet less than semi-annually during each fiscal year. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. The Committee shall maintain minutes of its meetings and records relating to those meetings and the Committee's activities and shall provide copies of such minutes to the board of directors. The Committee shall determine its rules of procedure.

 

III.  DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

The Committee's duties and responsibilities generally are to: (1) discharge the board of directors' responsibilities relating to the compensation of the Company's executive officers; (2) evaluate and make recommendations to the board of directors relating to the compensation of individuals serving as directors of the Company; (3) review and discuss the relationship between the Company's compensation plans and policies and the Company's risk management and certify the same; and (4) produce the Compensation Discussion and Analysis on executive compensation for inclusion in the Company's proxy statement in accordance with all applicable rules and regulations. In accomplishing these responsibilities, the Committee shall possess the following powers and duties:

(a) The Committee shall review and approve performance goals and objectives relevant to the compensation of the Company's Chief Executive Officer and other executive officers of the Company for which the Board has a direct supervisory position, shall evaluate the performance of the Chief Executive Officer and other executive officers of the Company in light of those goals and objectives and shall set the compensation level of the Chief Executive Officer and other executive officers of the Company based upon such evaluation, including the long-term incentive component of such compensation. In determining the compensation level of the Chief Executive Officer and other executive officers of the Company, the Committee shall consider the performance of the Company, including but not limited to customer satisfaction levels, employee satisfaction levels, and shareholder returns; the compensation levels of Chief Executive Officers and other executive officers of the Company in previous years; the compensation levels of the Chief Executive Officer and other executive officers at businesses comparable to the Company; and any additional factors that the Committee deems reasonable and appropriate.

(b) The Committee shall meet annually with the Chief Executive Officer of the Company to receive the Chief Executive Officer's evaluation of and recommendations regarding compensation and the Company's progress towards meeting corporate and his or her individual goals.

(c) The Committee shall review and approve all employment agreements, severance arrangements, and change of control agreements or provisions for the Chief Executive Officer and other executive officers of the Company.

(d) The Committee shall make recommendations to the board of directors regarding the annual compensation of directors of the Company, including incentive plans and equity-based plans. Additionally, the Committee shall make recommendations to the board of directors regarding the compensation of directors and the reimbursement of expenses with respect to directors' attendance at meetings of the board of directors and shall make recommendations to the board of directors regarding additional compensation of directors serving on committees to the board of directors, including with respect to their attendance at committee meetings.

(e) The Committee shall make recommendations to the board of directors regarding incentive compensation plans and equity-based plans for the Company. The Committee shall adopt, approve, and ratify awards under incentive compensation plans and equity-based plans created by the board of directors, and shall review and monitor awards under such plans.

(f) The Committee shall review and discuss at least annually with the Company's Internal Auditor or other risk expert, the relationship between the Company's compensation plans and policies and the Company's risk management. The Committee shall certify results of the review to management.

(g) The Committee shall notify executive officers and directors, as well as the SEC, prior to the beginning of all "blackout" periods with respect to the Company's pension plans and equity-based incentive plans and shall monitor trading activity in the Company's securities during these periods to ensure compliance.

(h) The Committee shall act in an advisory capacity to the board of directors regarding compensation matters generally.

(i) The Committee shall have the sole authority and adequate funding to retain and terminate any third-party for the purpose of evaluating the performance of the directors, senior executive officers, and the Chief Executive Officer of the Company and determining the appropriate compensation for such individuals. Such third parties may include professional consultants specializing in compensation matters, as well as legal, accounting, auditors and other advisors, both internal and external.

(j) The Committee may form and delegate authority to subcommittees and individual members of the Committee, where appropriate, with respect to compensation matters.

(k) The Committee shall review and assess the adequacy of this Charter annually, and shall recommend any proposed amendments relating to the Committee's duties with respect to compensation matters to the board of directors for approval.

(l) The Committee shall make regular reports to the board of directors regarding compensation matters. 

TCC's common stock

$4.25
@ 400 shares

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