Charter of the Compensation Committee of the Board of Directors of PFSweb, INC.
The Compensation Committee is appointed by the Board of Directors (the “Board”) of PFSweb, Inc., a Delaware corporation (the “Company”) to discharge the Board’s responsibilities relating to compensation of the Company’s directors and officers. The Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement, if required under the applicable rules and regulations promulgated by the Securities and Exchange Commission.
The Compensation Committee shall consist of no fewer than two members. The members of the Compensation Committee shall: (i) meet the requirements that he/she is a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended; (ii) satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code; (iii) meet the independence requirements of the applicable regulatory standards; and (iv) be appointed by the Board. Any member of the Compensation Committee may be replaced by the Board, with or without cause.
The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and approve and authorize the CEO’s compensation levels based on this evaluation.
Unless otherwise directed by the Board, the Compensation Committee shall administer all incentive-compensation plans and equity-based plans of the Company.
The Compensation Committee shall annually review and approve, for the CEO and the senior executives of the Company, (i) the annual base salary level, (ii) the annual incentive opportunity level, including cash bonuses and other performance based cash awards, (iii) the long-term incentive opportunity level, including stock options, restricted stock and other equity based compensation, (iv) employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate, and (v) any special or supplemental benefits. The Compensation Committee may solicit the advice and recommendation of the CEO with respect to the compensation, short and long term incentive awards and equity compensation for other executives of the Company.
The Compensation Committee may form and delegate authority to subcommittees when appropriate. The Compensation Committee may investigate any matter within the scope of its authority and retain outside counsel or consultants for this purpose.
Meetings of the Compensation Committee shall be called upon the request of any member thereof. Notice of such meeting shall be given to each member of the Compensation Committee at least three (3) days before the meeting, either orally or in writing. Presence at a meeting of the Compensation Committee shall constitute waiver of notice thereof. A majority of the members of the Compensation Committee shall constitute a quorum for the purpose of taking any action upon any matter that may come before the Committee. Meetings may be held by conference telephone or other similar method. Any action to be taken by the Compensation Committee may be taken without notice and without a meeting upon the unanimous written consent of all of the members.
The Compensation Committee shall make such reports to the Board as may be requested from time to time, review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval and annually review its own performance.