PURPOSE OF THE COMMITTEE
The purpose of the Compensation Committee is to ensure that the compensation and benefit policies and programs for senior management and the Board of Directors of Security California Bancorp and subsidiary Security Bank of California comply with applicable law and are devised and maintained to provide and retain for the Company and the Bank, a high level of executive management and Director competence.
COMPOSITION OF THE COMMITTEE
The Compensation Committee is composed of a minimum of three independent directors.
The Compensation Committee will meet at least two (2) times a year.
The Compensation Committee responsibilities shall include:
- Establish the Company’s overall compensation philosophy.
- Review industry compensation practices and the Company’s relative competitive compensation positioning with respect to the CEO and designated Executive Officers of the Company.
- Prepare the required compensation committee report, the compensation discussion and analysis, or any comparable successor sections, to be included in the annual proxy statement to shareholders and review the summary compensation table, any “say on pay” provisions and other compensation disclosures in the proxy statements.
- Consider in its sole discretion, recommendations from management and opinions of outside advisors.
- Periodically review the Company’s compensation, perquisite and benefits arrangements and equity-based and incentive bonus plans and recommend to the Board for approval material changes thereto or adoption of other material employee benefit, bonus, severance and other compensation plans (unless the Board has delegated such approval authority to the committee).
- Review the Company’s incentive and bonus plans, including equity based compensation plans, to ensure that the plans do not reward unnecessary risk taking and appropriately reflect the priorities of the organization, approving the methodology for the funding of the plan as well as the total aggregate pool.
- Periodically review the compensation structure for the Board of Directors and recommend to the Board for approval any material changes.
- Periodically review this charter and recommend any proposed changes to the Board for their approval.