NANOSTRING TECHNOLOGIES, INC. COMPENSATION COMMITTEE CHARTER (Adpted as f Octber 16, 2012 and amended as f April 26, 2017) PURPOSE The purpse f the Cmpensatin Cmmittee (the Cmmittee ) f the Bard f Directrs (the Bard ) f NanString Technlgies, Inc. (the Cmpany ) shall be t: prvide versight f the Cmpany s cmpensatin plicies, plans and benefits prgrams, and verall cmpensatin philsphy; assist the Bard in discharging its respnsibilities relating t (i) versight f the cmpensatin f the Cmpany s Chief Executive Officer ( CEO ) and ther executive fficers (including fficers reprting under Sectin 16 f the Securities Exchange Act f1934, as amended (the Exchange Act )), and (ii) apprving and evaluating the executive fficer cmpensatin plans, plicies and prgrams f the Cmpany; and assist the Bard in administering the Cmpany s equity cmpensatin plans fr its executive fficers and emplyees and the issuance f stck ptins and ther equitybased r equity-linked awards nt granted pursuant t a plan. The 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. The Cmmittee is als respnsible fr prducing an annual reprt n executive cmpensatin fr inclusin in the Cmpany s prxy statement. The 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. MEMBERSHIP The Cmmittee shall cnsist f at least tw members f the Bard. Members f the 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. The Bard may designate ne member f the Cmmittee as its chairpersn. The Cmmittee may frm and delegate authrity t subcmmittees when apprpriate. Members f the Cmmittee must meet the fllwing criteria; prvided, hwever, that the Cmpany may avail f itself f any phase-in rules applicable t newly-listed cmpanies in cnnectin with an initial public ffering: the independence requirements f the listing standards f the Nasdaq Stck Market, Inc. r the New Yrk Stck Exchange, as applicable; the nn-emplyee directr definitin f Rule 16b-3 prmulgated under Sectin 16 f the Exchange Act; and such ther qualificatins as may be established by the Bard frm time t time. -2
RESPONSIBILITIES AND DUTIES The fllwing are the principal recurring respnsibilities f the Cmmittee. The Cmmittee may perfrm such ther functins as are cnsistent with its purpse and applicable law, rules and regulatins and as the Bard r the Cmmittee deem apprpriate. In carrying ut its respnsibilities, the Cmmittee believes its plicies and prcedures shuld remain flexible, in rder t best react t changing cnditins and circumstances. Executive and Other Cmpensatin Annually review and apprve fr the CEO: (i) the annual base salary, (ii) the annual incentive bnus, including the specific gals and amunt, (iii) equity cmpensatin, (iv) any emplyment agreement, severance arrangement r change f cntrl prtectins, (v) any signing bnus r payment f relcatin csts and (vi) any ther significant benefits, cmpensatin r similar arrangements (including, withut limitatin, perquisites and any ther frm f cmpensatin). One f the Cmmittee s bjectives shall be t use cmpensatin t align the interests f the executive fficers with the lng-term interests f the Cmpany s stckhlders, thereby incentivizing management t increase stckhlder value. The CEO may nt be present during deliberatins r vting n such matters relating t his r her cmpensatin. In cnsultatin with the CEO, review annually and apprve items (i) thrugh (vi) in the previus bullet fr the individuals wh are deemed t be fficers f the Cmpany under Rule 16a-1(f) prmulgated under the Exchange Act, ther than the CEO (the executive fficers ). Review and make recmmendatins t the full Bard, r apprve, any cmpensatry cntracts r similar transactins r arrangements with current r frmer executive fficers f the Cmpany, including cnsulting arrangements, emplyment cntracts, severance r terminatin arrangements and lans t emplyees made r guaranteed by the Cmpany. Review and apprve crprate gals and bjectives relevant t the cmpensatin f the CEO and the executive fficers f the Cmpany, evaluate perfrmance in light theref, and cnsider factrs related t the perfrmance f the Cmpany, including accmplishment f the Cmpany s lng-term business and financial gals. The CEO may nt be present during deliberatins r vting n such matters relating t his r her cmpensatin. Establish and administer annual and lng-term incentive cmpensatin plans fr executive fficers and ther senir executives, including (i) establishing perfrmance bjectives and certifying perfrmance achievement; and (ii) reviewing and apprving all equity-based cmpensatin plans and grant awards f shares and stck ptins pursuant t such plans. 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), including taking steps t mdify any executive cmpensatin prgram that yields payments and benefits that are nt reasnably related t executive and crprate perfrmance. -3
Administer the Cmpany s equity incentive plans. In its administratin f the plans, the Cmmittee may (i) grant stck ptins, stck purchase rights r ther equity-based r equitylinked 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) and in accrdance with prcedures and guidelines as may be established by the Bard and (ii) amend such stck ptins, stck purchase rights r equity-based r equity-linked awards. The Cmmittee shall als make recmmendatins t the Bard with respect t amendments t the plans and changes in the number f shares reserved fr issuance thereunder. Apprve all ptin grants and perfrmance awards t executive fficers f the Cmpany where necessary r apprpriate t ensure that such grants and awards cmply with Sectin 162(m) f the IRC. Prvide versight f the Cmpany s verall cmpensatin plans and benefits prgrams and make recmmendatins t the Bard with respect t imprvements r changes t such plans r prgrams r the adptin f new plans r prgrams when apprpriate. Evaluate, n a peridic basis, the cmpetitiveness f (i) the cmpensatin f the CEO and the executive fficers f the Cmpany and (ii) the Cmpany s verall cmpensatin plans. 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. Establish and peridically review plicies in the area f senir management perquisites. Authrize the repurchase f shares frm terminated emplyees pursuant t applicable law. Related Duties and Authrity Review and discuss with management the Cmpany s Cmpensatin Discussin and Analysis included in the Cmpany s annual prxy statement, and prduce a reprt n executive cmpensatin fr inclusin in the Cmpany s annual prxy statement that cmplies with the rules and regulatins f the Securities and Exchange Cmmissin and any ther applicable rules and regulatins. Review peridically the successin planning fr the Chief Executive Officer and ther executive fficers, reprting its findings and recmmendatins t the Bard, and assist the Bard in evaluating ptential successrs t these executive management psitins; Oversee the evaluatin f management. -4
MEETINGS The Cmmittee shall meet as ften as may be deemed necessary r apprpriate, in its judgment, in rder t fulfill its respnsibilities. The Cmmittee may meet either in persn r telephnically, and at such times and places as the Cmmittee determines. The Cmmittee may establish its wn meeting schedule, which it will prvide t the Bard. The chairpersn f the Cmmittee shall preside at each meeting. If a chairpersn is nt designated r present, an acting chairpersn may be designated by the Cmmittee members present. The Cmmittee may act by written cnsent (which may include electrnic cnsent), which shall cnstitute a valid actin f the Cmmittee if it has been executed by each Cmmittee member and shws the date f executin. The 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 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 Cmmittee. As part f its review and establishment f the perfrmance criteria and cmpensatin f designated key executives, the 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 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. MINUTES The Cmmittee shall maintain written minutes f its meetings, which minutes will be filed with the minutes f the meetings f the Bard. 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. REPORTS The Cmmittee shall reprt regularly t the Bard (i) fllwing meetings f the Cmmittee, (ii) with respect t such ther matters as are relevant t the Cmmittee s discharge f its respnsibilities and (iii) with respect t such recmmendatins as the 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 Cmmittee designated by the Cmmittee t make such reprt. SUBCOMMITTEES The Cmmittee may frm subcmmittees fr any purpse that the Cmmittee deems apprpriate and may delegate t such subcmmittees such pwer and authrity as the Cmmittee deems apprpriate. If designated, each such 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. The Cmmittee shall nt delegate t a subcmmittee any pwer r authrity required by law, regulatin r listing standard t be exercised by the Cmmittee as a whle. -5
AUTHORITY TO RETAIN ADVISORS In perfrming its respnsibilities, the Cmmittee shall have the authrity t engage any cmpensatin cnsultant t assist in the evaluatin f executive fficer cmpensatin, including sle authrity t retain and terminate such cnsultant and apprve such cnsultant s fees and ther retentin terms. The Cmmittee shall als have the authrity t engage and btain advice, reprts r pinins frm internal r independent cunsel and ther expert advisrs, as it determines necessary r apprpriate, t carry ut its duties. Other than in-huse legal cunsel, the Cmmittee may engage such cnsultant, cunsel r advisr nly after taking int cnsideratin his r her independence, in accrdance with SEC Rule 10(C)- 1(b) and any ther factrs as may be required by the SEC r the listing standards f the Nasdaq Stck Market, Inc. r the New Yrk Stck Exchange, as applicable. The Cmpany will prvide apprpriate funding, as determined by the Cmmittee, t pay any cmpensatin cnsultant r any ther utside advisrs hired by the Cmmittee and any administrative expenses f the Cmmittee that are necessary r apprpriate in carrying ut its activities. COMPENSATION Members f the Cmmittee shall receive such fees, if any, fr their service as Cmmittee members as may be determined by the Bard in its sle discretin. COMMITTEE CHARTER REVIEW The 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. PERFORMANCE REVIEW The Cmmittee shall review and assess its perfrmance n an annual basis. -6