STATEMENT OF POLICY |
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Net Element International, Inc. (the “Company”) has the responsibility and authority to supervise and review the affairs of the Company as they relate to the compensation and benefits of executive officers and directors of the Company. In carrying out these responsibilities, the Committee shall review all components of executive and director compensation for consistency with the Company’s compensation philosophy and with the interests of the Company’s stockholders. |
ORGANIZATION AND MEMBERSHIP REQUIREMENTS |
The Committee shall be appointed annually by the Board and shall be comprised of at least two (2) Board members, each of whom must be determined by the Board to be “independent” under applicable securities laws and the rules of The NASDAQ Stock Market LLC; provided that a director who does not meet the independence criteria of NASDAQ may, subject to the approval of the Board, serve on the Committee pursuant to, and subject to the limitation under, the “exceptional and limited circumstances” exception as provided under the rules of NASDAQ. In addition, at least two (2) members of the Committee (such members, the “Outside Directors”) shall also be (1) “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) as amended and (2) “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. A Board member shall not serve on this Committee if any executive officer of the Company serves on the board of directors of an entity that employs such Board member as an executive officer. Each member of the Committee shall serve until his or her successor is duly elected and qualified or until such member’s earlier resignation, removal or death. Any member of the Committee may be removed or replaced by the Board. Unless a chairman is elected by the full Board, the members of the Committee may designate a chairman by majority vote of the full Committee membership. The Chair shall preside at all regular meetings of the Committee and set the agenda for each Committee meeting. In fulfilling its responsibilities, the Committee shall, to the extent permitted by law, be entitled to delegate any or all of its responsibilities to one or more subcommittees of the Committee comprised of one or more members of the Committee. To the extent necessary to comply with Section 162(m) of the Internal Revenue Code or Rule 16b-3, the Outside Directors, acting as a subcommittee, shall have authority to act on behalf of the Committee. The Committee shall have the authority to obtain advice or assistance from consultants, legal counsel, accounting or other advisors as appropriate to perform its duties hereunder, and to determine the terms, costs and fees for such engagements. Without limitation, the Committee shall have sole authority to retain and terminate any compensation consultant to be used to assist in the performance of the Committee’s duties, and shall have sole authority to approve the terms, costs and fees for such engagements. The fees and costs of any consultant or advisor engaged by the Committee to assist the Committee in performing its duties hereunder shall be borne by the Company. |
MEETINGS |
The Committee shall meet as often as it deems necessary to fulfill its responsibilities hereunder, but not less than once a year, and may meet with management or individual directors at such time as it deems appropriate to discuss any matters before the Committee. The Committee may request that any employee of the Company attend any of its meetings or meet with any Committee member or consultant. The Committee shall meet at least annually with the Company’s Chief Executive Officer (the “CEO”) and such other senior executives as the Committee deems appropriate provided, however, that the CEO may not be present during deliberations or voting regarding his or her compensation. The Committee shall meet periodically in executive session without the presence of management. Formal action to be taken by the Committee shall be by unanimous written consent or by the affirmative vote of at least a majority of the members present (in person or by telephone conference call) at a meeting at which a quorum is present. A quorum shall consist of at least a majority of the members of the Committee. Any actions taken by the Committee during any period in which one or more of the members fail for any reason to meet the membership requirements set forth above shall still constitute duly authorized actions of the Committee for all corporate purposes. The Committee shall maintain written minutes of its meetings, which shall be filed with the minutes of the meetings of the Board. |
COMMITTEE AUTHORITY AND RESPONSIBILITIES |
The Committee shall have the following authority and responsibilities, subject to such modification and additional authority as the Board may approve from time to time:
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ANNUAL REVIEW |
The Committee shall review on at least an annual basis the scope of responsibilities of the Committee and the Committee’s performance of its duties. Any proposed changes to this Charter or the scope of the Committee’s responsibilities, where indicated, shall be referred to the Board for appropriate action. |
Jon Najarian |
Najarian is a professional investor, money manager and media analyst. He is a co-founder of Investitute, LLC, the industry leading options education firm that recently launched “Crypto Basics,” new educational course which covers the basics of cryptocurrency, blockchain technology, altcoins and Initial Coin Offerings (ICOs). Najarian is also a host of the International ICO Channel, a part of CoinBoost, whose goal is to bridge the divide between blockchain and mainstream media by offering distribution to traditional financial media outlets. In 2016, Najarian and his brother Pete co-founded Najarian Advisors, a company advising institutional investors on options strategies. The brothers invest in and work with start-ups via Rebellion Partners, a venture consulting firm they launched in 2015.
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Todd Raarup |
Todd Raarup is currently CEO of Najarian Advisors, a Registered Investment Advisor he Co-Founded in 2017. Prior to founding Najarian Advisor. Mr. Raarup held a series of senior management roles at Citigroup Global Equities and Knight Trading Group. From 2005 to 2012 he was Global Head of Trading Analytics and Technology Strategy and Co-Head of Derivative Execution Services which provided market access products to Institutional and Broker Dealer Customers. From 2000-2004, Mr. Raarup was Head of Knight Execution Partners and Head of Options Floor Trading prior to that. From 1995 to 1999 he traded listed options for Arbitrade LLC, both on the CBOE trading floor and in London. He started his career as a CBOE floor trader for Mercury Trading from 1990 to 1994. Mr. Raarup graduated from the University of Chicago Booth School of Business with an MBA in Analytical Finance and Econometrics and from Gustavus Adolphus College with BA in Economics and Religious Studies. |