CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PLURALSIGHT, INC. Adopted May 3, 2018

Transcription

1 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PLURALSIGHT, INC. Adpted May 3, 2018 PURPOSE The purpse f the Cmpensatin Cmmittee (the Cmpensatin Cmmittee ) f the Bard f Directrs (the Bard ) f Pluralsight, Inc. (the Cmpany ) shall be t: Prvide versight f the Cmpany s cmpensatin plicies, plans and benefits prgrams, and verall cmpensatin philsphy. Discharge the Bard s respnsibilities relating t the versight f the cmpensatin f the Cmpany s Chief Executive Officer ( CEO ) and ther members f the Cmpany s management team, including individuals wh are fficers as defined in Rule 16a-1(f) (the Executive Officers ) under the Securities Exchange Act f 1934, as amended (the Exchange Act ). Administer the Cmpany s equity cmpensatin plans fr its Executive Officers, including its CEO, emplyees and ther service prviders and the granting f equity-based awards pursuant t such plans r utside f such plans. Prvide versight f the cmpensatin f the members f the Bard. The Cmpensatin Cmmittee shall seek t ensure that the Cmpany structures its cmpensatin plans, plicies and prgrams in a manner designed 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, t maintain apprpriate levels f risk and reward, t supprt the achievement f the Cmpany s gals and t prmte the success f the Cmpany s business. The Cmpensatin Cmmittee has the authrity t undertake the specific duties and respnsibilities as are enumerated in r cnsistent with this charter, and will have the authrity t undertake such ther specific duties as the Bard frm time t time prescribes. COMPOSITION 1. Membership and Appintment. The Cmpensatin Cmmittee shall cnsist f at least tw (2) members f the Bard. Members f the Cmpensatin Cmmittee shall be appinted by the Bard upn the recmmendatin f the Nminating and Crprate Gvernance Cmmittee 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, the rules and regulatins f the Securities and Exchange Cmmissin (the SEC ) r The Nasdaq Stck Market, Inc. Marketplace Rules (the Nasdaq Rules ) r such ther qualificatins as are established by the Bard frm time t time; 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:

2 Each member f the Cmpensatin Cmmittee shall be an independent directr in accrdance with Nasdaq Rule 5605(a)(2), Nasdaq Rule 5605(d)(2) and Rule 10C-1(b)(1) under the Exchange Act. Each member f the Cmpensatin Cmmittee shall be a nn-emplyee directr as defined in Rule 16b-3 prmulgated under Sectin 16 f the Exchange Act if the Cmpensatin Cmmittee apprves equity cmpensatin fr the Cmpany s Executive Officers. 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 members f the Cmpensatin Cmmittee. RESPONSIBILITIES The fllwing are the principal recurring respnsibilities and duties f the Cmpensatin Cmmittee. The Cmpensatin Cmmittee may perfrm such ther functins as are cnsistent with its purpse and applicable law, rules and regulatins and as the Bard r the Cmpensatin Cmmittee deem apprpriate. In carrying ut its respnsibilities, the Cmpensatin Cmmittee believes its plicies and prcedures shuld remain flexible, in rder t best react t changing cnditins and circumstances. 1. Set Cmpensatin. The Cmpensatin Cmmittee shall: Review and apprve annually, r recmmend t the Bard fr apprval, 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, r recmmending t the Bard fr apprval, the cmpensatin level f the CEO. The CEO may nt be present during deliberatins r vting n such matters. Review and apprve annually, r recmmend t the Bard fr apprval, the CEO s (i) base salary, (ii) incentive bnus, including the specific gals and amunt, (iii) equity cmpensatin, (iv) emplyment agreement, severance arrangement r change f cntrl prtectins (v) any signing bnus r payment f relcatin csts and (vi) ther benefits, cmpensatin r similar arrangements, if any (including perquisites and any ther frm f cmpensatin). In determining the lng-term incentive cmpnent f CEO cmpensatin, the Cmpensatin Cmmittee may cnsider, amng ther things, the Cmpany s perfrmance and relative stckhlder return, the value f similar incentive awards t CEOs at cmparable cmpanies and the awards given t the Cmpany s CEO in past years. In evaluating and determining CEO cmpensatin, the Cmpensatin Cmmittee shall cnsider the results f the mst recent stckhlder advisry vte n executive cmpensatin required by Sectin 14A f the Exchange Act, if such vte is required pursuant t applicable laws r such vte is vluntarily sught by the Cmpany. In cnsultatin with the CEO, review and apprve annually, r recmmend t the Bard fr apprval, items (i) thrugh (vi) in the previus bullet fr the Executive Officers and fr such ther emplyees f the Cmpany as the Cmpensatin Cmmittee shall determine. An executive fficer may nt be present during deliberatins r vting n such matters with respect t such executive fficer. In evaluating and determining executive fficer cmpensatin, the Cmpensatin Cmmittee shall cnsider the results f the mst recent stckhlder advisry vte n executive cmpensatin required by Sectin 14A f the

3 Exchange Act, if such vte is required pursuant t applicable laws r such vte is vluntarily sught by the Cmpany. Review and apprve, r recmmend t the Bard fr apprval, any cmpensatry cntracts r similar transactins r arrangements with current r frmer Executive Officers and such ther emplyees as the Cmpensatin Cmmittee shall determine, including cnsulting arrangements, emplyment cntracts, severance r terminatin arrangements, which shall include any benefits t be prvided in cnnectin with a change f cntrl f the Cmpany. In this regard, the Cmpensatin Cmmittee shall have the pwer and authrity t adpt r, if applicable, apprve amendments t r the terminatin f 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 Executive Officers, and any ther senir executives r service prviders as the Cmpensatin Cmmittee deems apprpriate, including by: Establishing perfrmance bjectives and certifying perfrmance achievement; Evaluating the cmpetitiveness f such plans; Reviewing and apprving all equity incentive plans and grant awards under such plans; and Adpting, amending and terminating any such plans. In reviewing and apprving the Cmpany s annual and lng-term incentive cmpensatin plans, including equity incentive plans, the Cmpensatin Cmmittee shall cnsider the results f the mst recent stckhlder advisry vte n executive cmpensatin required by Sectin 14A f the Exchange Act, if such vte is required pursuant t applicable laws r such vte is vluntarily sught by the Cmpany. The Cmpensatin Cmmittee shall als have the ability t adpt, amend and terminate such plans. Administer the Cmpany s equity incentive plans, including any emplyee stck purchase 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 rights r awards t 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) 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 ther equitybased r equity-linked rights r awards. The Cmpensatin Cmmittee may als adpt, amend and terminate such plans, including apprving changes in the number f shares reserved fr issuance thereunder subject t btaining any required stckhlder apprval. The Bard shall als have the authrity, in lieu f r in additin t the Cmpensatin Cmmittee, t take any f the actins specified in this paragraph.

4 Review, apprve and administer any f the Cmpany s emplyee benefit plans that the Cmpensatin Cmmittee deems apprpriate, including by adpting, amending and terminating such plans. Oversee the Cmpany s verall cmpensatin philsphy, cmpensatin plans and benefits prgrams and apprve, r make recmmendatins t the Bard fr apprval f, imprvements r changes t such plans r prgrams r the terminatin r adptin f plans r prgrams when apprpriate. In cnnectin with executive cmpensatin prgrams: Review and apprve, r recmmend t the Bard fr apprval, 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, r recmmend t the Bard fr establishment, and peridically review plicies fr the administratin f executive cmpensatin prgrams; and Take steps t mdify any executive cmpensatin prgram that yields payments and benefits that are nt reasnably related t executive and crprate perfrmance. Peridically review executive cmpensatin prgrams and ttal cmpensatin levels, including: Cnducting cmparative analyses f ttal cmpensatin relative t market; Quantifying maximum payuts t executives under perfrmance-based incentive plans and ttal payments under a variety f terminatin cnditins, including upn a change f cntrl; and The impact f tax and accunting rules changes. If deemed apprpriate by the Bard, determine stck wnership guidelines fr the CEO, executive fficers, and members f the Bard, and mnitr cmpliance with such guidelines. If applicable, review and recmmend t the Bard fr apprval the frequency with which the Cmpany shall cnduct stckhlder advisry vtes n executive cmpensatin (any such vte, a 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. Evaluate directr cmpensatin and apprve, r make recmmendatins t the Bard regarding, directr cmpensatin.

5 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. If the Bard adpts stck wnership guidelines applicable t members f the Bard and/r Executive Officers, peridically review such guidelines and recmmend any prpsed changes t the Bard. Prvide versight f the Cmpany s 401(k) plan (the 401(k) Plan ), including by adpting amendments t the 401(k) Plan, facilitating majr 401(k) Plan changes, ensuring cntinued cmpliance with applicable laws and regulatins and, as needed, replacing the 401(k) Plan. Review, adpt, amend and/r terminate, r, recmmend t the Bard fr apprval, amendment r terminatin, and versee clawback plicies and/r practices if and as the Cmpensatin Cmmittee determines t be necessary r apprpriate, r as required by law. If deemed apprpriate by the Cmpensatin Cmmittee, determine the apprpriate market reference and/r peer grup fr cmpleting cmpetitive cmpensatin data cmparisns fr the Executive Officers and such ther key emplyees as the Cmpensatin Cmmittee deems apprpriate, if any, and cnduct, if deemed reasnable and necessary by the Cmpensatin Cmmittee, an annual cmpetitive market analysis f executive cmpensatin, which may include the use f survey data t establish cmpetitive pay psitining fr the CEO, ther Executive Officers and such ther key emplyees as the Cmpensatin Cmmittee deems apprpriate, if any. 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 f the Cmpany. The Cmpensatin Cmmittee shall 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 f the Cmpany. Prepare a reprt f the Cmpensatin Cmmittee 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 advisry vtes n executive cmpensatin and the frequency f such vtes, incentive and ther executive cmpensatin plans, and amendments t such plans (t the extent required under the Nasdaq Rules) and, in cnjunctin with the Nminating and Crprate Gvernance Cmmittee f the Bard (r its designees), engagement with prxy advisry firms and ther stckhlder grups n executive cmpensatin matters. Review the CEO s perfrmance and prvide feedback t the CEO.

6 MEETINGS AND PROCEDURES 1. Meetings. The Cmpensatin Cmmittee shall meet as ften as it deems necessary r apprpriate. Meetings shall be held at such times and places as the Cmpensatin Cmmittee determines. The chairpersn f the Cmpensatin Cmmittee shall preside at each meeting. If the chairpersn f the Cmpensatin Cmmittee is nt present, an acting chair may be designated by the Cmpensatin Cmmittee by a majrity f the 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, which shall cnstitute a valid actin f the Cmpensatin Cmmittee if it has been executed by each Cmpensatin Cmmittee member and shws the date f executin. Any written cnsent will be effective n the date f the last signature and will be filed with the minutes f the meetings f the Bard. The Cmpensatin Cmmittee shall cause t be kept written minutes f its prceedings and actins by written cnsent, which minutes and actins by written cnsent shall be filed with the minutes f the meetings f the Bard. As part f its review and establishment f the perfrmance criteria and cmpensatin f designated key executives, the Cmpensatin Cmmittee shuld meet separately at least n an annual basis with the CEO, the Cmpany s principal human resurces executive, and any ther crprate fficers as it deems apprpriate. Hwever, the Cmpensatin Cmmittee shuld meet regularly withut such fficers present, and in all cases such fficers shall nt be present at meetings at which their perfrmance and cmpensatin are being deliberated and determined. 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. The Cmpensatin Cmmittee may als exclude frm its meetings any persns it deems apprpriate in rder t carry ut its respnsibilities, including nn-emplyee directrs wh are nt members f the Cmpensatin Cmmittee. N emplyee may be present during prtins f any meeting during which his r her perfrmance and cmpensatin are being deliberated and determined. 2. Reprting t the Bard f Directrs. The Cmpensatin Cmmittee shall reprt regularly t the Bard (i) fllwing meetings f the Cmpensatin Cmmittee, (ii) with respect t such ther matters as are relevant t the Cmpensatin Cmmittee s discharge f its respnsibilities and (iii) with respect t such recmmendatins as the Cmpensatin Cmmittee may deem apprpriate. The reprt t the Bard may take the frm f an ral reprt by the chairpersn r any ther member f the Cmpensatin Cmmittee designated by the Cmpensatin Cmmittee t make such reprt. 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 (each, an Advisr ) as necessary r apprpriate t assist with the executin f its duties and

7 respnsibilities as set frth in this charter. The Cmpensatin Cmmittee shall be directly respnsible fr the appintment, cmpensatin and versight f the wrk f any Advisr retained by the Cmpensatin Cmmittee. The Cmpany shall prvide apprpriate funding, as determined by the Cmpensatin Cmmittee, fr payment f reasnable cmpensatin t any such Advisr 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. The Cmpensatin Cmmittee shall als have the authrity, in its sle discretin, t terminate any Advisr. Prir t selecting, retaining and receiving advice frm an Advisr (ther than the Cmpany's in-huse legal cunsel), the Cmpensatin Cmmittee must take int cnsideratin the independence factrs set frth in the Nasdaq Rules and the applicable rules f the SEC, as in effect frm time t time, including the fllwing: the prvisin f ther services t the Cmpany by the persn r entity that emplys the Advisr (such persn r entity, the Advisr Firm ); the amunt f fees received frm the Cmpany by the Advisr Firm, as a percentage f the ttal revenue f the Advisr Firm; the plicies and prcedures f the Advisr Firm that are designed t prevent cnflicts f interest; any business r persnal relatinship f the Advisr Firm r its representative with a member f the Cmpensatin Cmmittee; any stck f the Cmpany wned by the Advisr Firm r its representative; and any business r persnal relatinship f the Advisr Firm r its representative with an Executive Officer. The Cmpensatin Cmmittee may retain, r receive advice frm, any Advisr it prefers, including Advisrs that are nt independent (unless an Advisr must be independent under the Nasdaq Rules, applicable laws r the rules and regulatins f the SEC), after cnsidering the requisite independence factrs (including the factrs abve). Ntwithstanding the freging, the Cmpensatin Cmmittee is nt required t assess the independence f any Advisr that acts in a rle limited t (i) cnsulting n any brad-based plan that des nt discriminate in scpe, terms r peratin in favr f Executive Officers r directrs and that is generally available t all salaried emplyees and/r (ii) prviding infrmatin that is nt custmized fr a particular cmpany r that is custmized based n parameters that are nt develped by the Advisr and abut which the Advisr des nt prvide advice. The Cmpensatin Cmmittee shall nt be required t implement r act cnsistently with the advice r recmmendatins f any Advisr, and the authrity granted t the Cmpensatin Cmmittee pursuant t this charter shall nt affect the ability r bligatin f the Cmmittee t exercise its wn judgment in fulfillment f its duties under this charter. The Cmpensatin Cmmittee shall evaluate whether any Advisr retained r t be retained by it has any cnflict f interest in accrdance with Item 407(e)(3)(iv) f Regulatin S-K.

8 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. Specifically, at its discretin, the Cmpensatin Cmmittee shall have the authrity t designate a Cmmittee fr Equity Awards t Nn-Officers with the authrity t grant equity awards t nn-fficer emplyees f the Cmpany within guidelines established by the Cmpensatin Cmmittee frm time t time. Such cmmittee shall cnsist f a minimum f ne member f the Cmpany s Bard, wh may be the CEO. 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 the Bard. Unless mdified by actin taken after the date this charter is apprved, the Cmpensatin Cmmittee delegates t a subcmmittee f the Cmpensatin Cmmittee made up f thse member f the Cmpensatin Cmmittee wh are nn-emplyee directrs under Rule 16b-3 f the Exchange Act the nn-exclusive authrity t take any actins that require the apprval r certificatin f a cmpensatin cmmittee made up slely f nn-emplyee directrs t exempt the grant and exercise f stck ptins frm shrt-swing prfit liability under Sectin 16 f the Exchange Act. 5. 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. 6. Perfrmance Review. The Cmpensatin Cmmittee shall review and assess its perfrmance n an annual basis. 7. 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 (r, t the extent the Bard has deleted such authrity, by the Cmpensatin Cmmittee f the Bard).