(Amended & Restated as of September 18, 2013)
This Amended and Restated Compensation Committee Charter (this “Charter”) was adopted on September 18, 2013 by the Board of Directors (the “Board”) of Collectors Universe, Inc., a Delaware corporation (the “Company”).
This Charter is intended as an integral component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s Certificate of Incorporation and Bylaws, it is not intended to establish, by its own force, any legally binding obligations.
The Committee has been established to discharge the Board’s responsibilities with respect to (i) the establishment of the Company’s Executive Officer compensation policies, (ii) the determination of the amounts and nature of the compensation to be paid by the Company to its Chief Executive Officer (“CEO”) and its other Executive Officers, and (iii) the administration, and the evaluation of the effectiveness, of the Company’s cash and equity incentive compensation plans and programs for its Executive Officers.
At least annually, the Board shall select not less than three directors to serve on the Compensation Committee (the “Committee”). Each member of the Committee must:
In addition, no member of the Committee shall:
The Board’s Nominating and Governance Committee will evaluate the qualifications of the Company’s directors to serve on the Committee and, based thereon, will recommend to the Board the directors the Committee believes should be appointed as the members of the Committee. Based on those recommendations and such other considerations as the Board may deem relevant, the Board will appoint the members of the Committee. Committee members shall serve for a period of one year unless a member resigns or is replaced by the Board. However, the Board retains the power and authority to replace or remove members of the Committee at any time.
The Committee’s responsibilities shall include:
1. Overseeing all aspects of executive officer compensation arrangements and perquisites, including approval of all employment, retention, retirement, termination and severance agreements that are to be entered into by the Company or any of its subsidiaries with any of its Executive Officers.
2. Reviewing from time to time and approving compensation strategies that are designed to reward management appropriately for its contributions to Company growth and profitability and to further the Company’s strategic objectives and the interests of the Company’s stockholders.
3. Reviewing the competitiveness of the Company's executive compensation programs to enable the Company:
4. Reviewing and approving, annually, the compensation of the Company’s CEO and other Executive Officers, including reviewing and approving each Executive Officer’s annual base salary, both short and longer term incentive opportunities, and any employment, severance or retirement agreements or arrangements proposed to be entered into with, and any special or supplemental benefits proposed to be afforded to, any of the Executive Officers. In evaluating and determining the compensation of the Executive Officers, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“Say-on-Pay Vote”) required by Section 14A of the Exchange Act. The Committee may consult with the Company’s CEO regarding the compensation to be paid and the benefits to be afforded other Executive Officers. However, the CEO may not participate in the deliberations of the Committee or its decisions with respect to such compensation or benefits.
5. With respect to the compensation of the CEO:
6. Consulting with and seeking the advice of the Company’s senior management concerning the appropriateness and efficacy of the Company’s employment policies, practices and compensation plans.
7. Reviewing the Company’s Executive Officer and employee compensation policies and practices to assess whether or not they create improper incentives that would result in material risks to the Company.
8. Overseeing the administration of the Company's cash and equity incentive compensation plans and programs and determining and approving the awards to be made thereunder to the Company’s CEO and other Executive Officers.
9. Reviewing trends in compensation, overseeing the development or formulation of new cash and equity incentive plans, and making recommendations to the Board with respect to the adoption of or revisions to such plans.
10. Reviewing and discussing with management the Compensation Discussion and Analysis (“CD&A”) and related tabular disclosures and footnotes for inclusion in the Company’s proxy statements for its annual stockholder meetings and determining whether or not to recommend to the full Board that the CD&A be included in such proxy statements.
11. Reviewing and recommending to the Board, for its approval, the frequency with which the Company should conduct Say-on-Pay Votes, taking into account the results of the most recent stockholder advisory vote with respect thereto, and reviewing and approving the proposals regarding the Say-on-Pay Votes and their frequency to be included in the Company’s proxy statements for annual meetings of its stockholders.
12. Presenting periodic reports to the Board regarding actions being considered or that have been taken by the Committee, provided that any reports to be presented with respect to the Committee’s evaluation of the performance and/or compensation of any Executive Officer who also serves as a member of the Board will be made in executive session, outside of the presence of such Executive Officer.
13. Performing such additional duties and responsibilities as may be assigned by law, the Company's Bylaws or by the Board.
Notwithstanding the foregoing, the following actions also must be reviewed by and will require the approval of the Board before they may be implemented: (a) any action that is required by law or regulation to be submitted to the Company’s stockholders for approval, and (b) the approval, amendment or termination of any Executive Officer’s change of control or severance agreements.
The Committee shall have the sole power and authority:
1. To form, and delegate authority to, subcommittees when it deems it to be appropriate, provided that the members of such subcommittees must be directors who qualify for membership on the Committee (as set forth above in this Charter).
2. To engage, at the expense of the Company, outside compensation consultants, legal counsel and accounting or human resources advisors, to assist the Committee in evaluating and determining appropriate levels of compensation for the CEO and other Executive Officers and in structuring, determining the terms of and approving cash and equity incentive plans or programs for them. As part of the process of selecting an outside compensation consultant (a “Consultant”), the Committee shall consider the following:
Consideration of the above factors shall not be required in connection with the selection of a Consultant for an engagement that is limited to: (a) consulting on any broad-based employee benefit plan or program that is generally is available to all full-time salaried employees and does not discriminate in scope, terms or operation in favor of Executive Officers or directors of the Company; or (b) providing information that either is not customized for the Company or, although customized for the Company, is based on parameters that are not developed by the Consultant and about which the Consultant does not provide advice to the Committee.
3. To determine the terms on which compensation and other consultants or advisors shall be engaged by the Committee, including the compensation to be paid to them for their services, and to terminate the engagement of any such consultant or advisor.
The Committee will meet no less frequently than two (2) times per year as determined by the Committee’s Chairperson, or upon the request of any two of its members. A quorum, consisting of majority of the members of the Committee, must be present, in person or by conference telephone or video, for any business to be transacted at any meeting of the Committee. If a quorum is present at any meeting of the Committee, then actions may be taken at that meeting by the affirmative vote of a majority of the members in attendance at the meeting. The Committee also may take action by unanimous written consent of its members.
The Committee Chairperson shall determine the time, place and method for holding, and the agenda for, all Committee meetings and, when present, shall preside over such meetings.
The Chairperson also shall prepare and present the Committee findings, reports and recommendations to the Board; but may, from time to time, delegate that responsibility to another member of the Committee.
On an annual basis, the Committee shall review and assess:
Deborah A. Farrington is a founder and President of StarVest Management, Inc. and is, and since 1999 has been, a general partner of StarVest Partners, L.P., a venture capital fund that invests primarily in emerging software and business services companies. From 1993 to 1997, Ms. Farrington was President and Chief Executive Officer of Victory Ventures, LLC, a New York-based private equity investment firm. Also during that period, she was a founding investor and Chairman of the Board of Staffing Resources, Inc., a diversified staffing company that grew from $17 million to $300 million in annual revenues while she served on its board. Prior to 1993, Ms. Farrington held management positions with Asian Oceanic Group in Hong Kong and New York, Merrill Lynch & Co. Inc. and the Chase Manhattan Bank. Ms. Farrington serves on the board of directors of NetSuite, Inc., a New York Stock Exchange-listed company where she is Lead Director and Chairman of the Compensation Committee. Ms. Farrington also is a member of the boards of directors of Crowd Twist, Inc., Host Analytics, Inc., RAMP, Inc., Take The Interview, The Receivables Exchange and Xignite, Inc., all of which are private companies. Ms. Farrington holds an Executive Masters Professional Director Certification from the American College of Corporate Directors, a director education and credentialing organization. She is a graduate of Smith College and received an MBA from the Harvard Business School. We believe that Ms. Farrington brings valuable experience and insight to our Board of Directors, having helped to finance and serve as a director of numerous emerging growth companies. She also is knowledgeable with respect to and plays a key role in the formulation and evaluation of the Company’s executive compensation programs and has served as Chairperson of our Compensation Committee since joining our Board of Directors.
Joseph R Martin is, and since 2006 has been, Chairman of the Board of Directors of Brooks Automation, which is a leading worldwide provider of automation, vacuum and instrumentation solutions for multiple markets and is listed on the NASDAQ stock exchange. Mr. Martin also serves on the board of directors of Soitec, a French company that is listed on the NYSE/Euronext Exchange, where he is chairman of the audit committee. Soitec is the world leader in generating and manufacturing revolutionary semiconductor materials for electronic and energy industries. Until his retirement in 2006, Mr. Martin was Co-Chairman of Fairchild Semiconductor, a NYSE company and also served as the Vice Chairman of its Board of Directors. He also served on the board of directors of ChipPac, Inc., a NASDAQ listed company, until 2001. Mr. Martin holds an Executive Masters Professional Certification from the American College of Corporate Directors, a director education and credentialing organization. In 2000, CFO Magazine awarded Mr. Martin the CFO of the Year award for turnaround operations. Mr. Martin is a trustee at Embry-Riddle Aeronautical University, where he earned a BS degree, and also has an MBA from the University of Maine. We believe that, as a result of his significant corporate director experience and his extensive international business experience, Mr. Martin adds valuable strategic and managerial experience on the Board.
A. J. “Bert” Moyer has been a business consultant and private investor since April 2002. From March 1998 until February 2000, he served as Executive Vice President and Chief Financial Officer of QAD, Inc., a leading provider of enterprise resource planning software applications for global manufacturing companies. Between September 2000 and February 2002, Mr. Moyer was engaged as a consultant to QAD, Inc., assisting in the Sales Operations of the Americas Region. He served as President of the commercial division of the Profit Recovery Group International, Inc. from March until July 2000. Prior to joining QAD, Inc. in 1998, Mr. Moyer was Chief Financial Officer of Allergan, a publicly traded specialty pharmaceutical company based in Irvine, California and prior to that he served as Chief Financial Officer of Western Digital, a publicly traded manufacturer of hard drives. Mr. Moyer currently serves on the boards of directors of the following public companies: CalAmp Corp. of which he also is the chairman of the board and MaxLinear, Inc., of which he also is the chairman of the audit committee. Mr. Moyer previously served on the boards of directors of four additional public companies, Virco Manufacturing Corporation, until October 2014, Occam Networks, Inc., until February 2011, LaserCard Corporation, until January 2011 and RedFlex Holdings, Ltd., until April 2014. Mr. Moyer holds a Masters Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization. Mr. Moyer received his Bachelor of Science degree in Business Administration from Duquesne University and graduated from the Advanced Management Program at the University of Texas. Mr. Moyer brings a combination of managerial and financial experience and know-how to the Board, having served in both operational and financial management positions with a number of publicly traded companies. More particularly, due to his experience as a chief financial officer of publicly traded companies, he is familiar with the accounting and financial reporting requirements applicable to and the financial issues faced by public companies, making him an effective member of Audit Committee, of which he is the Chairman.
Bruce A. Stevens is, and since 2008 has been, an Industry Partner with CSW Private Equity Investments, LLC, a private equity firm that focuses its investments on lower middle market companies that are engaged in businesses with which the partners of the firm have had operating experience. Mr. Stevens currently is, and since 2011 has been, the CEO of Berkshire Blanket, a CSW portfolio company. Berkshire Blanket is the category leader of blankets and throws in the United States. From 1985 until his retirement in January 2008, Mr. Stevens was the President and Chief Executive Officer of Steinway & Sons, a wholly owned subsidiary of Steinway Musical Instruments, Inc., which is the maker of fine pianos with manufacturing operations in the United States and Germany and operational facilities in China, Japan and the UK. He also served as a member of the board of directors of Steinway Musical Instruments, Inc. from 1996 until his retirement in January 2008. Before joining Steinway & Sons, Mr. Stevens was employed by Polaroid Corporation for nearly 18 years where he held various positions in both its domestic and international divisions. Mr. Stevens served on the Board of Trustees at the Manhattan School of Music in New York City until July 2011. He also has served on the boards of directors of numerous industry and music education organizations, such as the Piano Manufacturers Association International, American Music Conference, Winchester Community Music School and Winchester Foundation for Educational Excellence. Mr. Stevens earned a Bachelor’s Degree in Economics from the University of Pennsylvania, and has earned an Executive Masters Professional Directors’ Certification, the highest award, from the American College of Corporate Directors, which he earned by completing a minimum of 150 hours of public company director education. Having been the President and CEO of a consumer products company, Mr. Stevens brings to the Board considerable knowledge and experience in identifying and evaluating economic and market challenges faced by the Company. This expertise has been of particular benefit to the Board when reviewing and evaluating marketing and strategic initiatives proposed by management.