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