OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.
*This Charter amends and restates in its entirety the Charter of the Compensation & Human Capital Committee originally adopted February 12, 2016, as previously amended on June 14, 2021.*
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ARTICLE I — PURPOSE
The Compensation & Human Capital Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company," NYSE: QIHC). The Committee is established pursuant to Article III, Section 3.3 of the Company's Amended and Restated Bylaws the Company's Amended & Restated Corporate Governance Guidelines.
The purposes of the Committee are as follows:
1. To discharge the responsibilities of the Board relating to the compensation of the Company's executive officers and directors, and to ensure that such compensation is consistent with the Company's compensation philosophy, competitive practice, and applicable regulatory requirements;
2. To oversee the Company's overall compensation philosophy, policies, and programs, including the design and administration of the Company's incentive compensation and equity-based plans, and to ensure that such policies and programs are aligned with the long-term interests of the Company's shareholders;
To produce the annual Compensation Committee Report as required by the rules and regulations of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement or Annual Report on Form 10-K, as applicable;
In fulfilling its purposes, the Committee shall endeavor to maintain free and open communication among itself, the Board, management, and the Company's independent compensation consultant and other advisors. The Committee recognizes that it serves a fiduciary role and shall exercise its responsibilities in a manner consistent with the best interests of the Company and its shareholders.
ARTICLE II — COMPOSITION AND MEMBERSHIP
Section 2.1 — Size
The Committee shall consist of no fewer than three (3) members of the Board. The Board may, from time to time, increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of at least three (3) members. The Board shall determine the size of the Committee in its discretion, taking into account the scope of the Committee's responsibilities, the qualifications of available directors, and the desirability of promoting effective deliberation.
Section 2.2 — Independence Requirements
Each member of the Committee shall satisfy all of the following independence requirements:
(a) Each member shall satisfy the independence requirements of In affirmatively determining the independence of any director who will serve on the Committee, the Board shall consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to, the source of compensation of such director and whether the director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.
(b) Each member shall qualify as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), so as to permit grants and awards of equity compensation to the Company's officers and directors to qualify for the exemption from Section 16(b) of the Exchange Act provided by Rule 16b-3.
The Board shall assess the independence of each Committee member at least annually in connection with the annual appointment of Committee members. If a Committee member ceases to satisfy any of the foregoing independence requirements, such member shall promptly notify the Chair of the Committee and the Chair of the Board, and shall be removed from the Committee or shall resign, as appropriate.
Section 2.3 — Appointment and Removal
Members of the Committee shall be appointed by the Board upon the recommendation of the Nominating & Corporate Governance Committee . In making its recommendation, the Nominating & Corporate Governance Committee shall consider the qualifications, experience, and independence of each proposed member, as well as the desirability of continuity of service and the overall composition of the Committee.
Section 2.4 — Chair
The Board shall designate one member of the Committee as Chair of the Committee. The Chair shall be responsible for presiding at all meetings of the Committee, setting the agenda for each meeting (in consultation with the General Counsel & Corporate Secretary), and reporting the Committee's activities and recommendations to the full Board.
ARTICLE III — AUTHORITY
Section 3.1 — General Authority
The Committee shall have full authority to carry out the purposes, duties, and responsibilities set forth in this Charter and as otherwise delegated to the Committee by the Board from time to time. The Committee's authority shall include the authority to take all actions that it deems necessary or appropriate to fulfill its responsibilities, including the authority to adopt rules and procedures for its own governance not inconsistent with this Charter, the Company's Bylaws, or applicable law.
Section 3.2 — Authority to Retain Advisors
Section 3.3 — Access to Information and Personnel
The Committee shall have full and unrestricted access to all books, records, facilities, and personnel of the Company and its subsidiaries as the Committee considers necessary or appropriate to carry out its responsibilities under this Charter.
ARTICLE IV — DUTIES AND RESPONSIBILITIES
The following is a list of the principal recurring duties and responsibilities of the Committee. The Committee may, in its discretion, undertake additional activities as it deems appropriate or as may be requested by the Board. The Committee shall have the authority and responsibility to carry out the following:
Section 4.1 — Executive Compensation
(a) CEO Compensation. The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer of the Company , evaluate the CEO's performance in light of those goals and objectives, and, based on such evaluation, set the CEO's compensation level, including base salary, annual incentive compensation, long-term incentive compensation, equity-based awards, and any other elements of CEO compensation.
The Committee may, in its discretion, consult with other members of the Board and with the Company's independent compensation consultant in making its determinations regarding CEO compensation.
(b) Other Executive Officer Compensation. The Committee shall review and approve the compensation of all executive officers of the Company (as such term is defined in Rule 3b-7 under the Exchange Act and as identified by the Board):
The Committee shall consult with the CEO in evaluating and setting the compensation of executive officers other than the CEO, but the Committee shall retain final decision-making authority over such compensation.
Section 4.2 — Incentive Compensation and Equity-Based Plans
The Committee shall the Company's incentive compensation plans, equity-based plans, and other compensation plans, including the authority to interpret such plans, establish rules and regulations for their administration, and grant awards thereunder, in accordance with the terms of such plans and applicable law.
Section — Director Compensation
The Committee shall review and recommend to the Board for approval the compensation of non-employee directors of the Company, including cash retainers, committee fees, equity-based compensation , meeting fees (if any), and any other forms of director compensation.
Section — Compensation Discussion and Analysis
The Committee shall review and discuss with management the Compensation Discussion and Analysis ("CD&A") section of the Company's annual proxy statement.
The Committee shall produce the annual Compensation Committee Report for inclusion in the Company's annual proxy statement, in accordance with the rules and regulations of the SEC.
ARTICLE V — MEETINGS AND PROCEDURES
Section 5.1 — Frequency
The Committee shall meet at least Meetings may be called by the Chair of the Committee, by any two members of the Committee, or by the Chair of the Board.
Section 5.2 — Agenda and Notice
The Chair of the Committee shall establish the agenda for each meeting of the Committee . Any member of the Committee may request that an item be added to the agenda of a meeting.
Section 5.3 — Quorum and Voting
A majority of the members of the Committee then serving shall constitute a quorum for the transaction of business at any meeting of the Committee.
Section — Minutes and Reporting
The Committee shall maintain minutes or other records of its meetings and actions, which shall be filed with the minutes of the Board of Directors.
ARTICLE — AMENDMENT
This Charter may be amended or modified at any time by the Board . Any proposed amendment to this Charter shall be submitted to the Board for its review and approval at a duly convened meeting of the Board or by unanimous written consent.
ARTICLE — EFFECTIVE DATE
This Amended and Restated Charter was adopted by the Board of Directors of Quorum Insurance Holdings Corp. on and supersedes and replaces in its entirety the prior Charter of the Compensation & Human Capital Committee, as originally adopted on February 12, 2016 . All prior versions of the Charter are of no further force or effect as of the date of adoption of this Amended and Restated Charter.
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END OF CHARTER
*Adopted by the Board of Directors of Quorum Insurance Holdings Corp. on *