Effective as of July 26, 2022
The Board of Directors (the “Board”) of Silver Star Properties REIT, Inc. (the “Company”) adopted this Charter of the Compensation Committee of the Board (the “Committee”) on July 26, 2022 (the “Effective Date”). This Charter supersedes any other Committee charter adopted prior to the Effective Date.
The Compensation Committee (the “Committee”) is a standing committee of the Board of the Company. The purpose of the Committee is to (i) review and approve corporate goals and objectives relevant to compensation of the Company’s chief executive officer, evaluate the chief executive officer’s performance in light of those goals and objectives, and, together with the other independent members of the Board, determine and approve the chief executive officer’s compensation level based on this evaluation; (ii) recommend the compensation of the Company’s other executive officers for approval by the Board; (iii) assist the Board in establishing compensation policies and incentive and equity-based plans and awards that will enable the Company to attract, motivate and retain high quality leadership and compensate them in a competitive manner consistent with the interests of the Company’s shareholders; and (iv) produce an annual report on executive compensation for inclusion in the Company’s proxy statement or annual report as required by the Securities and Exchange Commission.
Charter. At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board for approval. This charter and all amendments hereto shall be publicly disclosed as required by law or the listing standards of the New York Stock Exchange (“NYSE”).
Membership on Committee. The Committee shall be comprised of at least two members. Each member of the Committee and a Committee Chairman shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee and shall meet the independence requirements of applicable law and the NYSE listing standards, the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the requirements of a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Committee members may be removed by the Board. The Board shall annually appoint a Chairman for the Committee.
Meetings. The Committee shall establish a schedule of meetings, which shall include at least one meeting each year; additional meetings may be scheduled with notice as required. The Committee may invite members of management to attend its meetings. The Committee may hold executive sessions without management present. Meetings may be held in person, telephonically, via video conferencing, or any combination of the foregoing. Attendance at a meeting by any one of those media shall be effective.
Quorum; Action by Committee; Written Consent. A quorum at any Committee meeting shall be at least a majority of the members. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held.
Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee consenting to such action without a meeting shall be effective as if it had been made at a meeting duly called and held.
Agenda, Minutes and Reports. The Chairman of the Committee shall be responsible for establishing the agenda for the meetings of the Committee. Any member of the Committee may suggest agenda items to the Chairman. An agenda, together with materials relating to the subject matter of each meeting, will be sent to members of the Committee prior to each meeting.
Minutes for all meetings of the Committee shall be prepared to document the Committee’s deliberation and actions. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record and should be submitted for approval at a subsequent meeting of the Committee. The approved minutes shall be signed by the Committee Chairman and maintained by the secretary of the Company. The Committee shall make regular reports to the Board.
Committee Performance Evaluation. The Committee shall evaluate its performance on an annual basis and develop criteria for such evaluation.
Duties and Responsibilities
The duties and responsibilities of the Committee as are follows:
Chief Executive Officer Committee
Compensation of Other Executive Officers
Recommendation of Committee Policies
Employment and Severance Arrangements
Access to Records, Consultants and Others
If the Committee deems it necessary or appropriate, it may hire outside advisors or consultants to assist the Committee with its work, at the Company’s expense and upon terms established by the Committee. The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of trustee, chief executive officer or executive officer compensation and shall have sole authority to approve the consultant’s fees and other retention terms. The Committee shall also have authority to commission compensation surveys or studies as the need arises. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such consultants as established by the Committee. In discharging its responsibilities, the Committee shall have full access to any relevant records of the Company and may also request that any employee or any other person, meet with any members of, or consultants and advisors to, the Committee.
The Committee may delegate any of its responsibilities to a subcommittee comprised of two or more members of the Committee and may delegate authority to make grants and awards under any equity-based plan to the chief executive officer with such limitations as determined by the Committee and as may be required by law or the listing standards of NYSE.
Other Duties and Responsibilities
The Committee shall also carry out such other duties and responsibilities that may be
delegated to it by the Board from time to time.