I. Purpose
The Nominating & Corporate Governance Committee (the “Committee”) of the Company is appointed by the Board of
Directors (the “Board”) of Safeguard Scientifics, Inc. (the “Company”). The Board has determined to establish the
governing principles of the Committee through the adoption of this Charter.
The Committee’s purposes shall be:
- to recommend to the Board the structure and operations of the Board;
- to identify individuals qualified to serve as members of the Board, consistent with criteria approved by the
Board, and to identify and recommend that the Board select the director nominees for the next annual meeting of
shareholders and to fill Board vacancies;
- to recommend to the Board the responsibilities of each Board committee, the structure and operation of each
Board committee, and the director nominees for assignment to each Board committee;
- to periodically review the Company’s Corporate Governance Guidelines and Code of Business Conduct and Ethics;
- to evaluate the performance of the Company’s principal executive officer who is
managing the day-to-day operations of the Company (the “Executive Officer”);
- to oversee the Board’s annual evaluation of its performance and the performance of other Board committees;
- to review and monitor management development and succession plans and activities;
- to discharge such other duties and responsibilities as may be required of the Committee by the provisions of
applicable law or rule or regulations of the New York Stock Exchange; and
- to periodically review with management the Company’s strategic direction and the Company’s strategic plan and
the implementation of management’s long-term strategy and to report to the full Board on such activities.
II. Primary Responsibilities and Duties
The Committee has the following primary responsibilities and duties:
- Board Size and Composition
- to consider and recommend to the Board the appropriate size, function, and needs of the Board, so that
the Board as a whole collectively possesses a broad range of skills, expertise, industry and other
knowledge, and business and other experience useful to the effective oversight of the Company’s
business; to seek members from diverse backgrounds with a strong record of personal integrity and
ethical conduct, proven business judgment and competence, skills and experiences that are complementary
to the background and experience represented on the Board and that meet the needs of the Company’s then
existing strategy and business, concern for the long-term interests of the shareholders, and the
willingness and ability to devote sufficient time to fulfill his or her responsibilities to the Company
and its shareholders; and to evaluate the skills and experience necessary in a director nominee in the
context of the needs of the board as a whole and the staffing needs of each of its committees, with the
objective of recommending a group that through its diversity of experience can provide relevant advice
and counsel to management and best perpetuate the success of the Company’s business and represent
shareholder interests;
- to determine what types of backgrounds, skills, and attributes of Board members are needed to help
strengthen and balance the Board, taking into account the qualities described above, and to actively
seek individuals qualified to become Board members;
- to recommend to the Board one member of the Board to serve as Chairperson of the Board. The Chairperson
shall preside at all meetings of the Board and at meetings of the shareholders. The director who
is appointed Chairperson is appointed on an annual basis by at least a majority of the remaining
directors and serves at the pleasure of the Board; and
- to evaluate potential directors and recommend to the Board the director nominees of the Board to be
elected by the shareholders at the Company’s next annual meeting of shareholders and, where applicable,
to recommend to the Board individuals to fill vacancies on the Board. In considering nominees, the
Committee may consider individuals recommended by Company shareholders. Such recommendations
should be submitted to the Company’s Secretary at least 120 days before the date on which the Company
first mailed its proxy materials for the prior year’s annual meeting of shareholders. In addition,
in considering nominees, the Committee will evaluate the performance and contribution of incumbent
directors, as well as the qualifications for service on the Board of any potential additional or
replacement nominees.
- General Corporate Governance Matters; Board Committees
- to periodically review and assess the adequacy of the Company’s Corporate Governance Guidelines and Code
of Business Conduct and Ethics and recommend any changes to the Board for its approval and adoption;
- to evaluate and recommend to the Board the responsibilities of the Board committees, including the
structure, operations and the authority to delegate to subcommittees;
- to evaluate and recommend those directors to be appointed by the Board to the various Board committees,
including the persons recommended to serve as chairperson of each committee. In making its evaluations
and recommendations, the Committee should consider: (i) the qualifications for membership on each
committee; (ii) the extent to which there should be a policy of periodic rotation of directors among the
committees; (iii) any limitations on the number of consecutive years a director should serve on any one
committee; and (iv) the number of boards and other committees on which the directors serve;
- to recommend other corporate governance related matters for consideration by the Board, including but
not limited to: (i) the structure of Board meetings, including recommendations for the improvement in
the conduct of such meetings, and the timeliness and adequacy of the information provided to the Board
prior to such meetings; (ii) director retirement policies; (iii) policies regarding the number of Boards
on which a director may serve; (iv) director orientation and training; and (v) the service of the
Company’s senior executives as directors of other companies;
- to review director and executive officer compliance with the Company’s stock ownership guidelines as may
be in effect from time to time; and
- to review and make recommendations regarding the Board Master Agenda
recommended by the Chairperson of the Board, the Executive Officer and the
Chairperson of the Nominating & Corporate Governance Committee.
- Executive Officer Evaluation; Board Evaluation and Development
- to review and evaluate, at least annually and taking into account the views of the
other members of the Board, the performance and leadership of the Executive
Officer.
- to oversee an annual evaluation of the Board and the various Board committees and to deliver reports to
the Board setting forth the results of such evaluations;
- to monitor director performance throughout the year (noting particularly any directors who have had a
change in their primary job responsibilities or who have assumed additional directorships since their
last assessment), and if any serious problems are identified, to work with the director to resolve such
problems or, if necessary, to recommend to the Board that it seek such director’s resignation; and
- to oversee and, as appropriate, participate in the orientation program for new directors and to monitor
the participation by directors in continuing education programs.
- Management Development and Succession
- to review and monitor management development plans and activities;
- to review periodically the process for identifying executive officers of the Company;
- to review periodically with the Executive Officer the Executive Officer’s
proposed succession plan for each executive officer and the Executive Officer’s
evaluation of each executive officer and to develop a succession plan for
presentation to and approval by the Board; and
- to recommend for approval by the Board the Company’s succession plan for the
Executive Officer and other executive officers, including plans for emergency
succession in case of the unexpected disability of the Executive Officer.
III. Other Powers and Responsibilities
The Committee has the following other powers and responsibilities:
- Evaluations
The Committee shall review and assess the performance of the Committee annually and deliver a report to the
Board setting forth the results of its evaluation. In conducting this review, the Committee shall address
matters that it considers relevant to its performance, including at a minimum, the adequacy, appropriateness
and quality of the information and recommendations presented to the Board, the manner in which they were
discussed or debated, and whether the number and length of meetings of the Committee were adequate for the
Committee to complete its work in a thorough and thoughtful manner.
- Reports
The Committee shall make regular reports to the Board on its activities, including describing matters
discussed and all actions taken by the Committee at each meeting of the Committee, and shall make such
recommendations to the Board as it deems appropriate. The Committee shall consult with the Executive Officer
and other Board
members, as appropriate, to assure that the Committee’s decisions facilitate a sound
relationship between and among the Board, Board committees, individual directors and
management.
- Retention of Professional and Other Advisors
The Committee shall have the sole authority to retain, set compensation and retention terms for, and
terminate any consultants, legal counsel or other advisors, including any search firm to be used to identify
director candidates that the Committee determines to employ or retain to assist it in the performance of its
duties. The Company shall provide appropriate funding, as determined by the Committee, for the Committee to
retain such advisors and to provide for ordinary administrative expenses of the Committee that are necessary
or appropriate in carrying out its duties, in each case without requiring the Committee to seek Board
approval. The Committee shall have access to internal advisors and all other resources within the Company to
assist it in carrying out its duties and responsibilities.
- Revision of Charter
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed
changes to the Board for its approval.
- Miscellaneous
The Committee shall perform any other activities consistent with this Charter, the Company’s Articles of
Incorporation, Bylaws and governing law, as the Committee or the Board deems necessary or appropriate.
IV. Membership and Organization of Committee
- Size of Committee
The Committee shall consist of at least three directors.
- Member Qualifications
All members of the Committee must be independent. A director shall qualify as independent if the Board has
affirmatively determined that the director has satisfied the basic independence criteria set forth in the
Company’s Corporate Governance Guidelines.
- Appointment
The members of the Committee shall be appointed by a majority of the Board. The Committee may recommend, and
the Board may designate, one member of the Committee to serve as Chairperson. If the Chairperson is absent
from a meeting, another member of the Committee may act as Chairperson.
- Term
Members of the Committee will be appointed for one-year terms and shall serve for such term or until their
successors are duly appointed, subject to their earlier resignation, retirement, or removal by the Board.
The Board may fill vacancies on the Committee and remove a member of the Committee at any time with or
without cause. No members of the Committee shall be removed except by majority vote of the independent
directors of the Board then in office.
V. Conduct of Meetings
- Frequency
The Committee shall meet when, where and as often as it may deem necessary and appropriate in its
judgment. Members of the Committee may participate in a meeting of the Committee in person or by means
of a telephone conference or similar means by which all persons participating in a meeting can hear one
another, and such participation in a meeting will constitute presence in person at the meeting. A
majority of the members of the Committee shall constitute a quorum. Any member of the Committee, the
Chairperson of the Board or the Corporate Secretary shall have the right to call a special meeting of the
Committee.
- Non-Committee Member Attendees
The Committee may request that any directors, officers or employees of the Company, or other persons whose
advice and counsel are sought by the Committee, attend any meeting to provide such information as the
Committee requests.
- Conduct of Meetings
The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company
and this Charter.
- Minutes
A member of the Committee, a designee of the Committee or the Company’s Secretary shall keep written minutes
of Committee meetings, which minutes shall be maintained with the books and records of the Company.
- Delegation of Authority
The Committee may delegate authority to one or more members of the Committee when appropriate, but no such
delegation shall be permitted if the authority is required by law, regulation, listing standard or the
Company’s Articles of Incorporation or Bylaws to be exercised by the Committee as a whole.
Adopted: October 29, 2003
Last Approved: November 3, 2020