Compensation Committee Charter

Purposes

The Compensation Committee (the “Committee”) is appointed by the Board of Directors of CAS Medical Systems, Inc. (the “Company”) to oversee the Company’s executive and non-employee director compensation programs and to carry out the other compensation-related duties listed below. The Committee’s primary purposes are to:

  • Review and establish the compensation of non-employee members of the Board of Directors.
     
  • Discharge the responsibilities of the Board of Directors relating to compensation of the Company’s executives.
     
  • Ensure that the officers of the Company are effectively compensated by establishing competitive executive compensation policies that are targeted to an appropriate comparator group of companies, and by establishing other supplemental compensation and benefit programs all of which are deemed internally equitable, externally competitive, and are designed to align the interests of such officers with those of the Company’s shareholders.
     
  • Make recommendations to the Board of Directors regarding the selection of the Company’s chief executive officer and review the chief executive officer’s nominees for other offices of the Company.
     
  • Evaluate the annual performance of the Company’s chief executive officer and other executive officers.
     
  • Produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.
     
  • Review management development and succession matters.
     
  • Administer aspects of compensation plans and stock plans and recommend changes in such plans.

The purposes of the Committee shall remain flexible in order that the Committee is in the best position to react to changing conditions and to assure the Board of Directors and shareholders that the Company is best able to attract and retain directors and officers of the highest quality.


The Company shall provide the Committee with all of the resources, both internal and external, financial and otherwise, which the Committee deems necessary or advisable to meet its duties and responsibilities and carry out its functions.

 

Composition and Meetings

Committee members shall be appointed by the Board of Directors, shall serve at the will of the Board of Directors, and may be removed with or without cause by the affirmative vote of a majority of the members of the Board of Directors.


Regular meetings of the Committee will be at such times during the year as approved by the Committee. Meetings with members of management and/or with independent advisors may be scheduled at the request of the Committee. Special meetings may be called and held subject to the Company’s By-laws. The Committee may meet privately with independent advisors and shall be free to talk directly and independently with any member of management in discharging its responsibilities. The Chair of the Committee will regularly report the Committee’s findings, conclusions, and recommendations to the Board of Directors. The chief executive officer and other executive officers shall not be present during Committee deliberations with respect to compensation matters.


The Committee will consist of three or more directors all of whom are independent directors and meet the other applicable criteria, as set forth in the applicable rules of the Nasdaq Stock Market. The Committee will consist of only those directors who qualify as both an “outside Director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) and as a “Non-employee Director” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The Chair will be rotated among members periodically at the discretion of the Board of Directors. If practicable, the immediate past Chair will continue as a member of the Committee for at least one year to ensure an orderly transition. If a Committee Chair is not designated or present at a meeting, the members of the Committee may designate a Chair for such meeting by majority vote. The Committee may delegate its duties to one or more subcommittees consisting of Committee members.

 

Responsibilities and Duties

In discharging its duties, the Committee will:

  • Review and establish the compensation of non-employee members of the Board of Directors.
     
  • Review and approve corporate goals and objectives relevant to the compensation of the chief executive officer and other executive officers, evaluate the performance of such officers in light of these goals and objectives, and set such officers’ compensation levels based on this evaluation.
     
  • Approve the total compensation opportunities for the Chief Executive Officer and other Section 16(b) reporting executive officers including the annual base salary, annual incentive bonus, and the long-term incentive award component of such opportunity.
     
  • Approve the measures, goals, payout matrices or formulae, and actual payouts under, and certify performance for, and administer, the short-term incentive plans adopted by this Committee or the Board of Directors from time to time, all with respect to the chief executive officer and other Section 16(b) reporting executive officers and except as otherwise specified in such plans or programs.
     
  • Make recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans.
     
  • Administer all stock option plans and incentive plans.
     
  • Issue the annual report on executive compensation that appears in the Company’s proxy statement.
     
  • In its sole discretion, have the authority to retain or obtain the advice of a compensation consultant, legal counsel, or other adviser.
     
  • Be directly responsible for the appointment, compensation, and oversight of the work of any compensation consultant, legal counsel, and other adviser retained by the Committee.
     
  • Consider applicable independence criteria under Securities Exchange Act and Nasdaq Stock Market rules before selecting or receiving advice from any compensation consultants, other advisors, or outside counsel.
     
  • Review and reassess the adequacy of this charter on an annual basis.