CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ON DECK CAPITAL, INC.
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1 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ON DECK CAPITAL, INC. (Adpted n September 15, 2014, amended thrugh July 29, 2016) PURPOSE The purpse f the Cmpensatin Cmmittee f the Bard f Directrs (the Bard ) f On Deck Capital, Inc. (the Cmpany ) is t: Review and apprve crprate gals and bjectives relevant t the Cmpany s Chief Executive Officer s ( CEO ) cmpensatin, evaluate the CEO s perfrmance in light f thse gals and bjectives, and, either as a cmmittee r tgether with the ther independent directrs (as directed by the Bard), determine and apprve the CEO s cmpensatin level based n this evaluatin. Review and apprve, r make recmmendatins t the Bard with respect t, nn-ceo executive fficer cmpensatin, incentive cmpensatin and equity-based plans. Review and apprve, r make recmmendatins t the Bard with respect t, all emplyee cmpensatin, as the Cmpensatin Cmmittee determines. Prvide versight f the Cmpany s cmpensatin plicies and plans, benefits prgrams and verall cmpensatin philsphy. Administer the Cmpany s equity cmpensatin plans fr its executive fficers and emplyees and the granting f equity awards pursuant t such plans r utside f such plans. Prepare the reprt f the Cmpensatin Cmmittee required by the rules and regulatins f the Securities and Exchange Cmmissin (the SEC ). The Cmpensatin Cmmittee shall seek t ensure that the Cmpany structures its cmpensatin plans, plicies and prgrams as t attract and retain the best available persnnel fr psitins f substantial respnsibility with the Cmpany, t prvide incentives fr such persns t perfrm t the best f their abilities fr the Cmpany and t prmte the success f the Cmpany s business. In reviewing and apprving the Cmpany s verall executive cmpensatin prgram, if applicable, the Cmpensatin Cmmittee shall cnsider the results f the mst recent stckhlder advisry vte n executive cmpensatin required by Sectin 14A f the Securities Exchange Act f 1934, as amended (the Exchange Act ). COMPOSITION 1. Membership and Appintment. The Cmpensatin Cmmittee shall cnsist f at least tw members f the Bard. Members f the Cmpensatin Cmmittee shall be appinted by the Bard and may be remved by the Bard in its discretin. 2. Qualificatins. Members f the Cmpensatin Cmmittee must meet the fllwing criteria as well as any additinal criteria required by applicable law, r the rules and regulatins f the SEC r the securities exchange n which the Cmpany s securities are listed; prvided, hwever, that the Cmpany may avail itself f any phase-in rules r interpretatins applicable t newly-listed cmpanies in cnnectin with an initial public ffering: Each member f the Cmpensatin Cmmittee shall meet the independence requirements f the listing standards f the securities exchange n which the Cmpany s securities are listed. -1-
2 Each member f the Cmpensatin Cmmittee will be a nn-emplyee directr as defined in Rule 16b-3 prmulgated under Sectin 16 f the Exchange Act. Each member f the Cmpensatin Cmmittee will be an utside directr as defined in Sectin 162(m) f the Internal Revenue Cde f 1986, as amended ( IRC ). 3. Chairpersn. The Bard may designate a chairpersn f the Cmpensatin Cmmittee. In the absence f that designatin, the Cmpensatin Cmmittee may designate a chairpersn by majrity vte f the Cmpensatin Cmmittee members. RESPONSIBILITIES The fllwing are the principal recurring respnsibilities f the Cmpensatin Cmmittee. The Cmpensatin Cmmittee may perfrm such ther functins as are cnsistent with its purpse and applicable law, rules and regulatins r as the Bard may request. 1. Set Cmpensatin fr Executive Officers. The Cmpensatin Cmmittee shall: Review and apprve annually the crprate gals and bjectives applicable t the cmpensatin f the CEO, evaluate at least annually the CEO s perfrmance in light theref, and cnsider factrs related t the perfrmance f the Cmpany in apprving the cmpensatin level f the CEO. The CEO may nt be present during deliberatins r vting n such matters. Review annually and apprve r recmmend t the Bard fr apprval the CEO s (a) base salary, (b) incentive bnus, including the specific gals and amunt, (c) equity cmpensatin, (d) any emplyment agreement, severance arrangement r change f cntrl prtectins and (e) any ther benefits, cmpensatin r similar arrangements (including, withut limitatin, perquisites and any ther frm f cmpensatin such as a signing bnus r payment f relcatin csts). Review annually and apprve r recmmend t the Bard fr apprval items (a) thrugh (e) in the previus bullet fr the ther individuals wh are deemed t be fficers f the Cmpany under Rule 16a-1(f) prmulgated under the Exchange Act (the Executive Officers ). Review and apprve any cmpensatry cntracts r similar transactins r arrangements with current r frmer Executive Officers, including cnsulting arrangements, emplyment cntracts, severance r terminatin arrangements, which shall include any benefits t be prvided in cnnectin with a change f cntrl. In this regard, the Cmpensatin Cmmittee shall have the pwer and authrity t adpt, amend and terminate such cntracts, transactins r arrangements. 2. Oversee Cmpensatin Plans and Prgrams. The Cmpensatin Cmmittee shall: Review, apprve and administer annual and lng-term incentive cmpensatin plans fr service prviders f the Cmpany, including Executive Officers and ther senir executives, including: Establishing perfrmance bjectives and certifying perfrmance achievement; and Reviewing and apprving all equity incentive plans and grant awards f shares and stck ptins pursuant t such plans. The Cmpensatin Cmmittee shall als have the ability t adpt, amend and terminate such plans. Administer the Cmpany s equity incentive plans. In its administratin f the plans, the Cmpensatin Cmmittee may (i) grant stck ptins, restricted stck units, stck purchase rights r ther equity-based r equity-linked awards t any and all individuals eligible fr such grants (including grants t individuals subject t Sectin 16 f the Exchange Act in cmpliance with Rule 16b-3 prmulgated thereunder) and 2
3 in accrdance with prcedures and guidelines as may be established by the Bard and (ii) amend such stck ptins, restricted stck units, stck purchase rights r equity-based r equity-linked awards. The Cmpensatin Cmmittee may als adpt, amend and terminate the plans, including apprving changes in the number f shares reserved fr issuance thereunder. The Cmpensatin Cmmittee may als appint and empwer a cmmittee f Executive Officers t grant stck ptins, restricted stck units, stck purchase rights r ther equity-based r equity-linked awards t individuals eligible fr such grants (nt including individuals subject t Sectin 16 f the Exchange Act in cmpliance with Rule 16b-3 prmulgated thereunder) and in accrdance with prcedures and guidelines and subject t such parameters as may be established by the Cmpensatin Cmmittee. Apprve all ptin grants and perfrmance awards t Executive Officers f the Cmpany t ensure that such grants and awards cmply with Sectin 162(m) f the IRC. Review, apprve and administer all emplyee benefit plans fr the Cmpany, which includes the ability t adpt, amend and terminate such plans. In cnnectin with executive cmpensatin prgrams: Review and apprve new executive cmpensatin prgrams; Review n a peridic basis the peratins f the Cmpany s executive cmpensatin prgrams t determine whether they are prperly crdinated and achieving their intended purpse(s); Establish and peridically review plicies fr the administratin f executive cmpensatin prgrams; and Peridically review executive cmpensatin prgrams and ttal cmpensatin levels, including the impact f tax and accunting rules changes n such prgrams and levels. If applicable, review and recmmend t the Bard fr apprval the frequency with which the Cmpany will cnduct stckhlder advisry vtes n executive cmpensatin ( Say n Pay Vte ), taking int accunt the results f the mst recent stckhlder advisry vte n frequency f Say n Pay Vtes required by Sectin 14A f the Exchange Act, and review and apprve the prpsals regarding the Say n Pay Vte and the frequency f the Say n Pay Vte t be included in the Cmpany s prxy statement. Peridically review and recmmend t the Bard fr apprval cmpensatin and benefits, including equity awards, fr directrs fr Bard and cmmittee service. Oversee the Cmpany s verall cmpensatin philsphy, cmpensatin plans and benefits prgrams, and make recmmendatins t the Bard with respect t imprvements r changes t such plans r prgrams r the terminatin r adptin f plans r prgrams when apprpriate. Review and discuss annually with management the risks arising frm the Cmpany s cmpensatin philsphy and practices applicable t all emplyees t determine whether they encurage excessive risk-taking and t evaluate cmpensatin plicies and practices that culd mitigate such risks. 3. Cmpliance and Gvernance. The Cmpensatin Cmmittee shall: Review and discuss with management the Cmpany s Cmpensatin Discussin and Analysis ( CD&A ) and related disclsures required by the rules and regulatins f the SEC, t the extent required. The Cmpensatin Cmmittee will als review and recmmend the final CD&A t the Bard fr inclusin in the Cmpany s annual reprt n Frm 10-K r prxy statement, t the extent required. 3
4 Prepare the Cmpensatin Cmmittee Reprt required by the rules and regulatins f the SEC t be included with the Cmpany s annual reprt n Frm 10-K r prxy statement. Oversee the Cmpany s submissins t stckhlders n executive cmpensatin matters, including the Say n Pay Vte and the frequency f the Say n Pay Vte, incentive and ther executive cmpensatin plans, and amendments t such plans (t the extent required) and, in cnjunctin with the Crprate Gvernance and Nminating Cmmittee f the Bard (r its designees), engagement with prxy advisry firms and ther stckhlder grups n executive cmpensatin matters, in each case, t the extent applicable. 4. Cmmittee Charter Review. The Cmpensatin Cmmittee shall review and reassess the adequacy f this charter annually and shall submit any recmmended changes t the charter t the Bard fr apprval. 5. Perfrmance Review. The Cmpensatin Cmmittee shall review and assess the perfrmance f the Cmpensatin Cmmittee n an annual basis. MEETINGS AND PROCEDURES 1. Meetings. The Cmpensatin Cmmittee will meet at least fur times per year at such times and places as the Cmpensatin Cmmittee determines. The chairpersn f the Cmpensatin Cmmittee shall preside at each meeting. The chairpersn will apprve the agenda fr the Cmpensatin Cmmittee s meetings and any member may suggest items fr cnsideratin. If a chairpersn is nt designated r present, an acting chair may be designated by the Cmpensatin Cmmittee members present. The Cmpensatin Cmmittee may act by unanimus written cnsent (which may include electrnic cnsent) in lieu f a meeting in accrdance with the Cmpany s bylaws. The Cmpensatin Cmmittee will maintain written minutes f its meetings, which minutes will be filed with the minutes f the meeting f the Bard. The Cmpensatin Cmmittee may invite t its meetings any directr, fficer r emplyee f the Cmpany and such ther persns as it deems apprpriate in rder t carry ut its respnsibilities. 2. Reprting t the Bard f Directrs. The Cmpensatin Cmmittee shall reprt regularly t the Bard regarding its activities and recmmendatins. 3. Authrity t Retain Advisrs. The Cmpensatin Cmmittee shall have the authrity, in its sle discretin, t select and retain any cmpensatin cnsultant, utside legal cunsel and such ther advisrs as necessary t assist with the executin f its duties and respnsibilities as set frth in this charter. The Cmpensatin Cmmittee shall have direct respnsibility fr and shall set the cmpensatin and versee the wrk f any cmpensatin cnsultants, utside legal cunsel and such ther advisrs retained by the Cmpensatin Cmmittee. The Cmpany will prvide apprpriate funding, as determined by the Cmpensatin Cmmittee, t pay any such cmpensatin cnsultant, utside legal cunsel r any ther utside advisrs hired by the Cmpensatin Cmmittee and any administrative expenses f the Cmpensatin Cmmittee that the Cmpensatin Cmmittee determines are necessary r apprpriate in carrying ut its activities. Prir t selecting and receiving advice frm cmpensatin cnsultants, utside legal cunsel and ther advisrs (ther than the Cmpany's in-huse legal cunsel), the Cmpensatin Cmmittee must take int cnsideratin the independence factrs set frth in the applicable rules f the SEC and the listing standards f the securities exchange n which the Cmpany s securities are listed. The Cmpensatin Cmmittee may retain, r receive advice frm, any cmpensatin advisr it prefers, including advisrs that are nt independent, after cnsidering the requisite independence factrs. The Cmpensatin 4
5 Cmmittee is nt required t assess the independence f any cmpensatin cnsultant r ther advisr that nly prvides advice with respect t a plan that des nt discriminate in favr f Executive Officers r directrs and that is generally available t all salaried emplyees. The Cmpensatin Cmmittee als is nt required t assess the independence f any such cnsultant r advisr that prvides infrmatin that is nt custmized fr a particular cmpany r that is custmized based n parameters that are nt develped by the cnsultant r advisr, and abut which the cnsultant r advisr des nt prvide advice. The Cmpensatin Cmmittee shall evaluate whether any cmpensatin cnsultant retained r t be retained by it has any cnflict f interest in accrdance with Item 407(e)(3)(iv) f Regulatin S-K. 4. Subcmmittees. The Cmpensatin Cmmittee may frm subcmmittees fr any purpse that the Cmpensatin Cmmittee deems apprpriate and may delegate t such subcmmittees such pwer and authrity as the Cmpensatin Cmmittee deems apprpriate. If designated, any subcmmittee will establish its wn schedule and maintain written minutes f its meetings, which minutes will be filed with the minutes f the meetings f that subcmmittee. The Cmpensatin Cmmittee shall nt delegate t a subcmmittee any pwer r authrity required by law, regulatin r listing standard t be exercised by the Cmpensatin Cmmittee as a whle. 5. Cmpensatin. Members f the Cmpensatin Cmmittee shall receive such fees, if any, fr their service as Cmpensatin Cmmittee members as may be determined by the Bard in its sle discretin. 5
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