COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES (AMENDED AND RESTATED CHARTER AS OF JULY 1, 2013)
The primary purposes of the Compensation Committee (the “Committee”) of the Board of Trustees (the “Board”) of BRT Realty Trust (the “Trust”) are to have direct responsibility to:
- review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and either as a committee or together with the other independent Trustees(as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation,
- make recommendations to the Board (or to determine, as directed by the Board) with respect to non-CEO executive officer compensation, incentive-compensation and equity-based plans; and
- produce, on an annual basis, a report on executive officer compensation for inclusion in the Trust’s proxy statement.
The Committee shall be comprised of three or more members, as determined by the Board. The members shall be nominated by the Nominating and Corporate Governance Committee and appointed annually to one-year terms by the Board. Unless a chair is elected by the Board, the members of the Committee may designate a chair by majority vote of the full Committee membership. The members shall serve until their resignation, retirement or removal. No member shall be removed except by a majority vote of the independent Trustees then in office.
The Board must determine in its judgment that each member of the Committee is independent and qualified to serve by experience or education. An independent trustee means a trustee who has been determined by the Board to be independent within the meaning of the New York Stock Exchange Rules (including the independence requirements specifically applicable to Committee members), as amended from time to time (the “Listing Standard”). In addition, at least two members of the Committee shall be a “non-employee director” as that term is defined under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and “outside director” as that term is defined for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
Each member of the Committee shall remain independent during his or her term of service on the Committee, and may not (i) accept any consulting, advisory or other compensatory fee or other compensation, other than standard trustee’s and committee compensation from the Trust, or (ii) become an affiliated person of the Trust or any of its subsidiaries.
III. Meetings and Procedures
- The Committee shall fix its own rules of procedure, which shall be consistent with the Trust’s Third Amended and Restated Declaration of Trust, By-laws, as amended, this Charter and applicable law.
- The Committee shall meet at least annually and more frequently as circumstances require.
- The Chair of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.
- A majority shall constitute a quorum of the Committee for purposes of each meeting. All Committee actions shall be taken by (i) a majority vote of the quorum of members present in person and/or by conference telephone at the meeting or (ii) the unanimous written consent of all of the members of the Committee.
- The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that:
- - no subcommittee shall consist of fewer than two members, and
- - the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.
- The Committee may request that any trustee, officer or employee of the Trust, or other person whose advice and counsel is sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.
- Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all major actions taken by the Committee at the meeting.
- The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Trust.
IV. Responsibilities and Duties
The Committee shall perform the following duties and responsibilities:
- review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and either as a committee or together with the other independent Trustees (as directed by the Board), determine and approve the CEO's compensation level based on this evaluation;
- review, as the Committee considers appropriate in setting executive officer compensation, Trust performance and relative shareholder return, compensation at comparable companies, past years’ compensation to the Trust’s executive officers, and other relevant factors;
- recommend to the Board (or determine, as directed by the Board), compensation for the non-CEO executive officers;
- recommend to the Board (or approve, as determined by the Board) compensation for non-management trustees (including retainer, committee chairman’s fees, attendance fees, equity and other awards and other similar items as appropriate, consistent with any applicable requirements of the Listing Standard);
- grant restricted stock and other discretionary awards under the Trust’s equity incentive and similar plans, and otherwise exercise the authority of the Board with respect to oversight and administration of the Trust’s stock-based and other incentive compensation plans;
- approve any new equity compensation plan or any material change to an existing plan;
- prepare and approve on an annual basis a report on executive compensation for inclusion in the Trust’s proxy statement in accordance with SEC requirements;
- review incentive compensation arrangements to confirm that incentive pay arrangements do not encourage unnecessary risk-taking; and
- perform, as the Committee or the Board considers appropriate, any other activities consistent with this Charter, the Trust’s corporate governance documents, the Listing Standard, laws and regulations.
V. Committee Access to Management and Outside Advisers
- Members of the Committee shall have direct access to the Trust’s senior management, employees, and financial, legal and other business advisers, as requested and as may be necessary and appropriate to support Committee functions.
- The Committee shall (i) have the authority, in its sole discretion, to retain or obtain the advice of any compensation consultant, independent legal counsel or other adviser and (ii) be directly responsible for the appointment (and termination), compensation and oversight of the work of any compensation consultant, independent legal counsel or other adviser retained by the Committee. The Trust must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any compensation consultant, independent legal counsel or other adviser retained by the Committee.
- The Committee may select the compensation consultant, independent legal counsel or other adviser only after taking into consideration all factors relevant to such person’s or entity’s independence from management, including the following:
- - The provision of other services to the Trust by the compensation consultant, independent legal counsel or other adviser;
- - The amount of fees received from the Trust by the compensation consultant, independent legal counsel or other adviser, as a percentage of the total revenue of the person or entity that employs such compensation consultant, independent legal counsel or other adviser;
- - The policies and procedures of the compensation consultant, independent legal counsel or other adviser that are designed to prevent conflicts of interest;
- - Any business or personal relationship of the compensation consultant, independent legal counsel or other adviser with a member of the Committee;
- - Any stock of the Trust owned by the compensation consultant, independent legal counsel or other adviser; and
- - Any business or personal relationship of the compensation consultant, independent legal counsel or other adviser with an executive officer of the Trust; provided, however, that nothing in this Section V shall be construed to: (A) require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, independent legal counsel or other adviser; (B) affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties; (C) require the compensation consultant, independent legal counsel and other adviser to be independent; or (D) require the Committee to conduct the evaluation of independence with respect to “in-house counsel” or with respect to any compensation consultant, independent legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: (i) providing information that is not customized for the Trust or that is customized based on parameters that are not developed or provided by such compensation consultant, independent legal counsel or other adviser; or (ii) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or trustees of the Trust and that is available generally to all salaried employees.
- As used in Section V of this Charter, the terms “compensation consultant”, “independent legal counsel” and “other adviser” include the person or entity employing such consultant, counsel or adviser.
VI. Performance Evaluation
- The Committee will evaluate its own performance as a committee and this Charter on an annual basis.