Compensation Committee Charter – Flamsal Holdings LLC

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF MANAGERS

(As adopted by the Board on February 28, 2024.)

The Compensation Committee (the “Committee”) is a committee of, and reports to, the Board of Managers (the “Board”) of Flamsal Holdings LLC (the “Company”). Through this Charter, the Board delegates certain responsibilities to the Committee to assist the Board in the fulfillment of its duties to the Company and its members.

STRUCTURE AND MEMBERSHIP

The Committee shall consist of two or more managers, all of whom meet the standards set forth in the Company’s Governance Guidelines. Each Committee member shall be appointed annually, subject to removal at any time by the Board, without any requirement for cause. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote. Each Committee member shall serve until such member’s Committee service is terminated by the Board or such member’s resignation. The compensation of the Committee members shall be as determined by the Board.

PROCEDURES

The Committee shall hold at least four regular meetings each year, and such additional meetings as may be required. Meetings may be called by the Chair of the Committee, the Executive Chairman or any two members of the Committee. Meetings may be held at any time, in any place and in any manner permitted by applicable law and the Operating Agreement of the Company. The presence in person, by telephone or by other electronic conference of the lesser of two members or a majority of the Committee shall constitute a quorum. The Committee may also act by unanimous written consent. Any member of the Board who is not a member of the Committee may attend any Committee meeting with the concurrence of the Chair of the Committee, the Executive Chairman or a majority of the members of the Committee.

The Committee shall keep such records of its meetings as shall deem appropriate. To the extent practicable, the meeting agenda, draft minutes from the prior meeting and supporting materials shall be provided to members of the Committee prior to each meeting to allow time for review. The Committee shall have authority to create and delegate specific tasks to such standing or ad hoc subcommittees as it may determine to be necessary or appropriate for the discharge of its responsibilities, as long as the subcommittee contains at least the minimum number of managers necessary to meet any requirements of applicable law. The results of the meetings shall be reported to the full Board.

PURPOSE

The purpose of the Committee is to oversee the discharge of the responsibilities of the Board relating to the evaluation and compensation of the Company’s executive officers, and to discharge the responsibilities of the Committee under applicable rules and regulations and as otherwise delegated to the Committee by the Board from time to time.

RESPONSIBILITIES

To carry out these purposes, the Committee shall have the responsibilities set forth below.

Overall Policy: The Committee shall conduct a periodic review of the Company’s general executive compensation policies and strategies and report and make recommendations to the Board with respect thereto.

Executive Performance:

The Committee shall review and approve company goals and objectives relevant to compensation of the President, Vice President(s), Secretary, Treasurer, and any other executive officers, and periodically evaluate their respective performances in light of such goals and objectives.
The Committee shall have authority, either as a committee or acting together with the Board (as directed by the Board), with respect to all matters relating to compensation of the President and to determine the compensation of the President and any other executive officers.
Section 162(m) Executives: The Committee shall identify, in consultation with the management of the Company, persons subject to Section 162(m) of the Internal Revenue Code and/or Section 16(b) of the Exchange Act (such persons, collectively, the “162(m) Executives”).
Executive Salaries: Subject to the terms of any existing employment contracts, the Committee shall establish the salaries of the President and any other executive officers and approve the salaries of (a) all executive officers, and the head(s) (chairman and/or president) of each division or subsidiary reporting to the Company’s Executive Chairman and/or President and (b) such additional persons as the Committee may determine from time to time.
Bonuses: Subject to the terms of any existing employment contracts, the Committee shall (a) set performance targets for eligibility for bonuses, in the case of 162(m) Executives, and (b) approve bonus awards to 162(m) Executives and all other eligible executive officers.

Other Incentives, Benefits and Plans:

The Committee shall conduct a periodic review of the Company’s benefit programs, individually and in the aggregate, for the President and all other executive officers.
The Committee shall review, approve, amend, and/or make recommendations to the Board relating to other compensation, benefit, pension or welfare plans or programs as may be submitted to the Committee by the Executive chairman and/or president (all of the foregoing being referred to collectively as “Plans”).
The Committee shall administer, monitor and review the Company’s Clawback Policy and the clawback, recoupment and forfeiture provisions contained in the Company’s compensation programs.
Contracts: The Committee shall review and approve employment contracts, or compensation arrangements, for each of the following:
- Company officers who are members of the Board, regardless of salary;
- All executive officers, and the head(s) (chairman and/or president) of each division or subsidiary reporting to the Company’s Executive Chairman and/or President, regardless of salary; and
- Such other employees of the Company and its subsidiaries as the Committee shall determine from time to time.
Annual Report: The Committee shall prepare the annual report on executive compensation for inclusion in the Company’s annual meeting proxy statement, in accordance with applicable rules and regulations.
Review and Discussion of Compensation Discussion and Analysis; Recommendations to the Board: The Committee shall review and discuss annually with management the Company’s “Compensation Discussing and Analysis” required by Item 402(b) of Regulation S-K (the “CD&A”). The Committee shall consider annually whether it will recommend to the Board that the CD&A be included in the Company’s annual report, proxy statement or information statement.
Review of Succession Planning and Talent Development: Except as explicitly delegated to another committee, the Committee shall periodically review the Company’s strategies and programs related to senior leadership succession planning and talent development.
Oversight of Workforce Equity Matters: The Committee shall have oversight of workforce equity matters and shall receive reports at least annually from the Human Resources group on such matters, including diversity, equity and inclusion initiatives and results, employee engagement and employee surveys.
Oversight of Compensation Risk Management: The Committee shall be responsible for the oversight of risks associated with the Company’s compensation policies and practices and shall annually review whether such policies and practices are reasonably likely to have a material adverse effect on the Company.
Additional Assignments: The Committee shall perform such other functions as the Board may from time to time assign to the Committee. The foregoing list of responsibilities is not exhaustive and the Committee may perform such additional functions as may be necessary or appropriate to perform its duties consistent with this Charter, the Company’s Operating Agreement and Governance Guidelines and applicable law.

AUTHORITY

The Committee shall be given the resources and assistance necessary to discharge its responsibilities, including unrestricted access to Company personnel and documents and funding, as determined by the Committee, for reasonable compensation for any advisers retained by the Committee. The Committee shall also have the authority in its sole discretion, to retain or obtain the advice of a compensation consultant, independent legal counsel or such other advisers as it deems necessary or appropriate. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other adviser retained by it. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation, as determined by the Committee, of any compensation consultant, legal counsel and other adviser retained by the Committee. In selecting a compensation consultant, legal counsel or other adviser, the Committee shall consider all factors relevant to that person’s independence fro management, including those required by the listing requirements of the stock exchanges, but the Committee may, subject to whatever policies it may adopt, exercise its discretion as to whether a consultant, legal counsel or adviser needs to be independent.

COMPENSATION COMMITTEE CHARTER

The Committee shall review this Charter periodically for adequacy and recommend to the Board any necessary changes.

ANNUAL PERFORMANCE REVIEW

The Committee shall conduct an annual evaluation of its performance in carrying out its responsibilities hereunder.