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DEF 14A
STEREOTAXIS, INC. filed this Form DEF 14A on 04/10/2019
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The Board has adopted a written charter for each of the committees. The charters of our Audit, Compensation, and Nominating and Corporate Governance Committees, and our Code of Ethics and Business Conduct are published on our website at www.stereotaxis.com, Investors, Governance. These materials are available in print to any shareholder upon request. From time to time, the Board and the committees review and update these documents, as they deem necessary and appropriate.

 

Audit Committee

 

The Board has determined that each member of the Audit Committee is independent under the listing standards of the NASDAQ Capital Market and the enhanced independence standards for audit committee members set forth in SEC rules under the Securities Exchange Act of 1934. Further, our Board has determined that each member of the Audit Committee is financially sophisticated and that Mr. Messey, who currently serves as the chair of the Audit Committee, qualifies as an Audit Committee Financial Expert under SEC rules and regulations. The Audit Committee assists our Board in its oversight of:

 

  the integrity of our financial statements;
  our accounting and financial reporting process, including our internal controls;
  our compliance with legal and regulatory requirements;
  the independent registered public accountants’ qualifications and independence; and
  the performance of our independent registered public accountants.

 

The Audit Committee has direct responsibility for the appointment, compensation, retention and oversight of our independent registered public accountants. In addition, the Audit Committee must approve in advance:

 

  any related-party transaction that creates a conflict of interest situation;
  all audit services; and
  all non-audit services, except for de minimis non-audit services, provided the Audit Committee has approved such de minimis services prior to the completion of the audit.

 

During fiscal year 2018, the Audit Committee met five times.

 

Compensation Committee

 

Our Board has determined that each director serving on the Compensation Committee during 2018 was independent under the listing standards of The Nasdaq Capital Market, except Dr. Nathan Fischel, and that each qualified as an “outside director” under Section 162(m) of the Internal Revenue Code of 1986 and as a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934. The functions of the Compensation Committee include:

 

  assisting management and the Board in defining an executive compensation policy;
  determining the total compensation package for our chief executive officer and other executive officers;
  performing or, to the extent deemed appropriate delegating to our officers, reviewing and monitoring the administration of our equity-based compensation plans and qualified and non-qualified benefit plans;
  approving new incentive plans and major benefit programs; and
  approving changes to the outside directors’ compensation program.

 

The Compensation Committee has authority to retain compensation consultants to furnish advice or assistance to the committee within the scope of its duties. The committee has direct responsibility for the appointment, retention, and compensation of the compensation consultants as well as the oversight of the work of the consultants. In selecting any compensation consultant, the committee considers the factors relevant to the consultant’s independence from management in accordance with the listing standards of The Nasdaq Capital Market.

 

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