Baylake Bank > Baylake Corp. > Corporate Governance

PERSONNEL AND COMPENSATION COMMITTEE CHARTER
Baylake Bank/Baylake Corp

I. Purpose
There shall be a committee of the Board of Directors of Baylake Corp. (the “Company”) to be known as the Personnel and Compensation Committee (the “Committee”). The role of the Committee is to provide assistance to the Company’s Board of Directors in fulfilling its responsibilities to review and approve personnel policies, salaries and benefits, incentive compensation and management succession planning.

II. Organization
The Committee shall be appointed by the Board and shall consist of at least three independent directors. The Chief Executive Officer, Senior Vice President of Human Resources, and the Chief Financial Officer shall be non-voting ex-officio members. The members of the Committee are to be elected by the Board of Directors and shall serve until their successors are duly elected and qualified. Unless a Chairman is elected by the full Board of Directors, the members of the Committee may designate a Chairman by majority vote of the full Committee membership.

In determining whether any director is independent, the Board of Directors shall take into consideration the requirements of the principal exchange or system on which any class of the Company’s stock is traded. By way of example, and not limitation, directors who are affiliates of the Company, or officers or employees of the Company and/or any of its subsidiaries, will not be considered independent.

The CEO shall be excused when the Committee discusses and votes on any items pertaining to the CEO, except the Committee is free to question the CEO in this regard before excusing the CEO.

III. Structure and Meetings
The Committee shall meet at least twice annually, or more frequently as circumstances dictate. The Chair of the Committee, the CEO, or the Senior Vice President of Human Resources will call meetings when they are appropriate. The chairperson of the Committee will preside at each meeting. The Chair of the Committee is empowered to hold executive sessions. The agenda of each meeting will be prepared by the Senior Vice President of Human Resources (with input from the Committee Chairperson and other members of the Committee, as well as the CEO). Members of the Committee may participate in a meeting of the Committee by conference call. The Committee may also take action by written consent. The Committee will keep written minutes of all meetings and make them available to the Board of Directors at their next regular meetings.

IV. Responsibilities
While the Committee and the Board may wish to consider other duties from time to time, the general recurring activities of the Committee in carrying out its oversight role are described below. The duties specified are not intended to limit the scope of activities of the Committee. The Committee shall have the following authority and responsibilities:

• Assist in defining and maintaining an executive compensation policy that creates a direct relationship between pay levels, corporate performance and return to shareholders. The Committee shall monitor the results of such to assure that the compensation payable to the Bank’s executive officers provides overall competitive pay levels, reward superior performance and is justified by the returns available to shareholders.

• Establish annual subjective and objective criteria to serve as the basis for the “CEO’s” compensation, evaluate the CEO’s performance in light of established criteria and determine the CEO’s compensation based on that evaluation.

• Assist in establishing, along with the CEO, annual subjective and objective criteria to serve as the basis for the other executive officers’ compensation, evaluate the other executive officers’ performance in light of established criteria and determine the other executive officers’ compensation based on that evaluation.

• Be responsible for reviewing and approving personnel compensation and benefit plans, which may include amendments to existing plans, cash and equity based incentive plans, and non-qualified deferral compensation.

• Approve grants of stock options, restricted stock, performance share, stock appreciation rights and other equity based incentives to the extent provided under the Bank’s Long Term Equity Plan.

• Make recommendations to the Board of Directors regarding CEO and executive compensation and benefits.

• Review and discuss with management the Compensation Discussion and Analysis required by Securities and Exchange Commission Regulation S-K, Item 402. Based on such review and discussion, the Committee shall determine whether to recommend to the Board of Directors that the Compensation Discussion and Analysis be included in the Bank’s annual report or proxy statement for the annual meeting of shareholders.

• The Committee shall review the succession planning process that includes the evaluation (and recommendation to the Board) of successors to the CEO, with emphasis on continuing management team availability and orderly succession to the position of CEO. The succession plan also includes succession plans for executive officers and other key positions and should be considered at least annually by the Committee and then reviewed by the Board.


V. Committee Resources
In discharging its responsibilities, the Committee shall have full access to any relevant records of the Company and have the authority to obtain advice and seek assistance from internal or external legal or other advisors (such as compensation consultants).

  Revised 5/27/10