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Charter of the Compensation Committee of the Board of Directors of Mercantile Bancorp, Inc.
PURPOSE
The Compensation Committee of the Board of Directors of Mercantile Bancorp, Inc. (the "Company") is appointed by the Board to assist the Board in fulfilling its oversight responsibilities in areas relating to employee compensation. The Compensation Committee's primary responsibilities are to: (1) determine the compensation payable to the executive officers, who, for purposes of this Charter and SEC disclosure and reporting requirements, are the Company's President and Chief Executive Officer and all Executive Vice Presidents; (2) determine annually the performance criteria of the President and Chief Executive Officer; (3) evaluate the performance of the President and Chief Executive Officer and the relationship between performance and the Company's compensation policies for the President and Chief Executive Officer and other executive officers; (4) issue reports in accordance with SEC rules regarding compensation policies; (5) approve and administer any stock-based, profit-sharing and incentive compensation plans; and (6) address compensation issues regarding persons the Board from time to time may designate as key employees, other than the aforementioned executive officers.
The Committee will fulfill these primary responsibilities by carrying out the activities enumerated in this Charter.
MEMBERSHIP
The Committee shall be comprised of at least three directors appointed by the Board, each of whom shall (1) meet the standards for an "independent director" as set forth in the Company's Nominating/Corporate Governance Committee Charter, (2) to the extent applicable, be a "Non-Employee Director" within the definition of SEC Rule 16b-3, and (3) meet such other standards for independence that are required by law.
If in the future the Company adopts a plan that is intended to provide performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), then the Board of Directors may make changes in the above requirements for membership in order to comply with the Code.
The Committee shall determine whether members should undergo any initial or annual training to help them fulfill their responsibilities.
The members of the Committee shall serve at the pleasure of the Board. Unless a Chairman is appointed by the full Board, the members of the Committee may designate a Chairman by vote of the Committee members.
MEETINGS
The Committee shall meet at least annually or more frequently as circumstances dictate. The Committee shall meet prior to the Company's annual meeting of stockholders for the purpose of approving the report of the Committee included in the Company's proxy statement (if any) and reviewing other compenstaion-related disclosures therin. In addition, the Committee shall meet with senior management on at least an annual basis. These tasks may be addressed in one or more meetings, as the Chairman determines.
AUTHORITY AND RESPONSIBILITIES
To fulfill its responsibilities and duties the Committee is expected to:
1. Approve compensation payable to executive officers and other key employees as the Board may from time to time designate as other key employees for compensation purposes.
2. Authorize the Company to enter into, review and provide oversight of the terms of, any employment, separation, supplemental benefit or other compensation-related agreements with all executive officers and any other key employees of the Company and any of its wholly owned affiliates.
3. Administer the Company's equity incentive plans, if any, including making awards under the plan.
4. Approve the amount of any discretionary contribution to be made by the Company to its Profit Sharing plans.
5. Approve the terms of any material Company-wide bonus or incentive compensation plans, including setting and determining compliance with performance objectives.
6. Hire any consultants or advisors to assist the Committee in its functions; provided, however, that the Committee may not engage the Company's independent auditors to provide any services unless such engagement has been pre-approved by the Audit Committee.
7. Provide such reports or disclosures concerning the activities or composition of the Committee as may be required by the rules of the Securities and Exchange Commission or the NYSE Amex, LLC.
8. Submit to the Board of Directors written minutes of meetings of the Committee or report to the Board of Directors all material issues discussed at Committee meetings.
9. Monitor total personnel costs and consider how the Company's compensation policies and amounts paid compare to "peer" groups of other bank holding companies at least annually.
10. Review at least every other year and make recommendations as required to the Board regarding the Company's director compensation program, including comparisons of the Company's program to other public companies.
11. Review and update this Charter periodically, at least annually, as conditions dictate.
12. Annually review its own performance.
Charter of the Compensation Committee of the Board of Directors of Mercantile Bancorp, Inc. Originally Adopted June 21, 2004; Most Recently Revised and Re-Approved June 2011.
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