The primary purposes of the Compensation Committee (the “Committee”) are to (i) discharge the responsibilities of the Company’s Board of Directors (the “Board”) relating to compensation of the Company’s executive officers and directors, (ii) produce reports on executive compensation for inclusion in, or incorporation by reference to, the Company’s annual report and proxy statement, to the extent required by applicable rules and regulations and (iii) administer the Company’s stock option plans.
The Committee shall be comprised of no fewer than two members of the Board. Except as permitted by applicable rules of The NASDAQ Stock Market (“NASDAQ”), each member of the Committee shall (i) qualify as an independent director under criteria established by the applicable listing standards of NASDAQ and other applicable laws and regulations, (ii) be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code.
Committee members shall be appointed by the Board. The Board may, at any time with or without cause, remove any member of the Committee and fill the vacancy created by such removal. The Committee’s chairman shall be appointed by a majority of the full Board or the full Committee.
The Committee will meet no less than quarterly. Special meetings may be convened as required. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and, if a quorum is present, any action approved by at least a majority of the members present shall represent the valid action of the Committee. The chairman of the Committee will preside at each meeting and, in consultation with the other members of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The Committee may form subcommittees and delegate authority to them or to one or more of its members when appropriate.
The Chief Executive Officer may not be present during voting or deliberations relating to his or her compensation.
The Committee shall have the authority to retain or obtain advice and seek assistance from consultants, legal counsel, accounting or other advisors (each, an “Advisor”) as the Committee, in its sole discretion, deems appropriate to perform its duties hereunder and to determine the terms, costs and fees for such engagements. Without limitation, the Committee shall have the authority to retain or terminate any Advisor used to evaluate director, Chief Executive Officer or other executive compensation, and to determine and approve the terms of engagement and the fees and costs for such engagements. The fees and costs of any Advisor engaged by the Committee to assist in it in performing any duties hereunder shall be borne by the Company. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Advisor retained by the Committee. The Committee may select, or receive advice from, an Advisor, other than in-house legal counsel, only after taking into consideration the following six factors affecting independence, as well as any other factors required by NASDAQ and/or the Exchange Act, or any rules promulgated thereunder: (i) the provision of other services to the Company by the person that employs the Advisor; (ii) the amount of fees received from the Company by the person that employs the Advisor, as a percentage of the total revenue of the person that employs the Advisor; (iii) the policies and procedures of the person that employs the Advisor that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the Advisor with a member of the Committee; (v) any stock of the Company owned by the Advisor; and (vi) any business or personal relationship of the Advisor or the person employing the Advisor with an executive officer of the Company.
The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.
The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
William W. Grounds has been a member of Remark Media, Inc.’s Board of Directors since 2013. Mr. Grounds is a Director and President of Infinity World Development Corp., an affiliate of Dubai World.
He serves as a member of the Board of Directors of NYSE-listed MGM Resorts International, CityCenter Holdings, LLC., Infinity World, and Grand Avenue LA.
Prior to joining Infinity World, Mr. Grounds served as CEO of Property and Finance for MFS Group and has held various senior positions in the real estate investment and development industry throughout his career.
Brett Ratner has been a member of Remark Media, Inc.'s Board of Directors since 2017. Mr. Ratner is one of Hollywood's most successful filmmakers. His films have grossed more than $2 billion at the global box office. He has served as an executive producer on films such as the Golden Globe and Oscar winning The Revenant, starring Leonardo DiCaprio, he served as executive producer and director of the Golden Globe-nominated FOX series Prison Break, and he served as executive producer of the television series Rush Hour, based on his hit films. Mr. Ratner, along with his business partner James Packer, formed RatPac Entertainment, a film finance and media company, in 2013. Since inception, RatPac Entertainment has co-financed 63 theatrically-released motion pictures exceeding $11.6 billion in worldwide box office receipts.
Mr. Ratner is a Board of Trustees member of the Simon Wiesenthal Center and Museum of Tolerance. He sits on the boards of Chrysalis, Best Buddies and Do Something, while serving on the Dean's Council of the NYU Tisch School of the Arts and on the Board of Directors at Tel Aviv University's School of Film and Television. In 2017, he received a coveted star on the Hollywood Walk of Fame.