Nominating and Governance Charter
This Nominating and Corporate Governance Committee Charter provides certain principles and guidelines by which the Board of Directors (the "Board") of Castle Brands Inc. (the "Company") shall fulfill its responsibility to the shareholders, potential shareholders and the investment community. This charter sets forth (i) corporate governance principles intended to promote the efficient, effective and transparent governance of the Company, and (ii) procedures for the identification and selection of individuals qualified to become directors.
Independent Directors. The Board shall be comprised of a majority of independent directors. The Company defines an "Independent Director" as one meeting the standards established by the NYSE MKT requirements for independent directors. Each year the Board shall affirmatively determine that each Independent Director meets such standards and has no other material relationship with the Company or its affiliates or any executive officer of the Company or his or her affiliates that would, in the judgment of the Board, interfere with such director's exercise of independent judgment in carrying out the responsibilities of a director.
Lead Independent Director. The Board may designate one of its Independent Directors as the Lead Independent Director. The Lead Independent Director shall be responsible for coordinating the activities of the other Independent Directors and performing various other duties as set forth herein or as directed by the Board.
Board Committees. The Board currently has three standing committees-the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee (the “Nominating Committee”). The Board is responsible for the appointment of committee members and committee chairs. The Nominating Committee reviews committee assignments annually. From time to time the Board may form a new temporary or standing committee as it deems necessary.
As set forth in the Audit Committee Charter, the Audit Committee is responsible for the hiring, compensation, retention and oversight of the Company's independent certified public accountants, and for monitoring the effectiveness of the Company's internal financial and accounting organization and controls and financial reporting.
The Compensation Committee has the sole authority and responsibility for reviewing and determining, or recommending to the Board for determination, the salary and other matters relating to the compensation of the Company's Chief Executive Officer ("CEO") and all other executive officers. The CEO shall not be present during discussion and voting regarding his compensation. The Compensation Committee also administers the Company's stock option plan.
The Nominating Committee shall have the authority and responsibilities set forth in this charter.
Board Meetings. Meetings of the Board are scheduled in advance and are typically held via teleconference. Board members are expected to rigorously prepare for, attend, and participate in all Board and applicable committee meetings. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member's service as a director. These other commitments will be considered by the Board when reviewing Board candidates.
Executive Sessions of Independent Directors. In order to facilitate discussion by the Independent Directors about the Company's activities and business, each year, the Board's Independent Directors shall hold at least one regularly scheduled executive session at which only Independent Directors are present (in person or by conference telephone). As appropriate, such executive sessions shall be scheduled to take place in conjunction with regularly scheduled meetings of the Board. The Lead Independent Director, if one, will assume the responsibility of chairing the meetings of Independent Directors and shall bear such further responsibilities which the Board and the Independent Directors as a whole might designate from time to time. Each Independent Director is expected to ensure that other existing and planned future commitments do not materially interfere with attendance at such executive sessions.
Board Compensation. For service on the Board, the Company annually compensates non-employee directors with options under the Company's 2013 Incentive Compensation Plan. Employee directors are not paid for their service on the Board in addition to their compensation as employees. The Company's management will report from time to time to the Compensation Committee on the status of Board compensation in relation to other representative U.S. companies.
Communication with Directors. The Board believes that it is important to offer shareholders the opportunity to communicate with the Board about Company issues and developments. Shareholders who wish to communicate with the Board may do so by sending written communications addressed to the Board of Directors, Castle Brands Inc., 122 East 42nd Street, Suite 5000, New York, NY 10168 or by email to Board@castlebrandsinc.com.
Nominating Committee. The Nominating Committee shall be comprised solely of Independent Directors. The Nominating Committee shall have the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in accordance with this charter. The Nominating Committee shall have the authority to retain, compensate and terminate search firms used in connection with its identification of candidates, and to retain outside counsel and any other advisors as it may deem appropriate in its sole discretion.
Board Membership Criteria. The Nominating Committee shall establish criteria for the selection of new directors and shall review from time to time the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. In conducting this assessment, the Nominating Committee shall consider issues of independence and diversity in numerous areas such as age; understanding of and experience in the premium branded spirits industry, technology, finance and marketing; international experience; and culture. The Nominating Committee shall select individuals who shall have the highest personal and professional integrity and who shall have demonstrated exceptional ability and judgment, and who shall be most effective, in conjunction with the other directors and nominees to the Board, in collectively serving the long-term interests of the shareholders.
Identification of Candidates. The Nominating Committee shall identify and vet individuals to serve on the Board. The Nominating Committee shall conduct inquiries in to the backgrounds and qualifications of candidates. The Nominating Committee has the responsibility of recommending to the Board qualified candidates.
Nomination of Candidates by Shareholders. Shareholders who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board may do so in accordance with Article III, Section 3(b) of the Company's By-Laws. The Nominating Committee shall review candidates proposed by shareholders and conduct inquiries into the background and qualifications of any such candidates.
Board Committee Service. The Nominating Committee shall monitor and review the Board's committee structure, and each year it shall recommend to the Board for its approval directors to serve as members of each committee. The Nominating Committee shall recommend to the Board a director to serve as chair of each committee and shall recommend directors to fill vacancies as needed.
The Nominating Committee shall conduct and present to the Board an annual performance evaluation of the Nominating Committee. The Nominating Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.
The Nominating Committee shall periodically review and recommend to the Board appropriate revisions to the Company’s corporate governance framework, including its articles of incorporation, bylaws and code of conduct.
Steven D. Rubin has served as a director of our company since January 2009. Mr. Rubin has served as executive vice president — administration since May 2007 and as a director of OPKO Health, Inc. since February 2007. Mr. Rubin served as the senior vice president, general counsel and secretary of IVAX Corporation from August 2001 until its merger with Teva in January 2006. Mr. Rubin currently serves on the board of directors of Cogint, Inc., Kidville, Inc., which operates large, upscale facilities, catering to newborns through five-year-old children and their families and offers a wide range of developmental classes for newborns to five-year-olds, Non-Invasive Monitoring Systems, Inc., a medical device company, Cocrystal Pharma, Inc., Sevion Therapeutics, Inc., and Neovasc, Inc., a company developing and marketing medical specialty vascular devices. Mr. Rubin previously served as a director of Dreams, Inc., a vertically integrated sports licensing and products company, SafeStitch Medical, Inc. prior to its merger with TransEnterix, Inc., and PROLOR Biotech, Inc., prior to its acquisition by OPKO in August 2013. From September 2008 to October 2016, Mr. Rubin served as a director, and from May 2016 to October 2016, served as interim chief executive officer and interim chief financial officer of, TigerX Medical, Inc. (now known as BioCardia, Inc.), which previously was an early-stage orthopedic medical device company specializing in designing, developing and marketing reconstructive joint devices and spinal surgical devices, Mr. Rubin’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, legal experience, managerial experience, and the knowledge and experience he has attained through his service as a director and officer of publicly-traded corporations.
Henry C. Beinstein has served as a director of our company since January 2009. He has been a partner of Gagnon Securities, LLC, a broker-dealer and a FINRA member firm, since January 2005 and has been a money manager and an analyst and registered representative of such firm since August 2002. Mr. Beinstein has been a director of Vector Group Ltd., a New York Stock Exchange listed holding company, since March 2004. Vector Group is engaged principally in the tobacco business through its Liggett Group LLC subsidiary and in the real estate and investment business through its New Valley LLC subsidiary. New Valley owns more than 70% of Douglas Elliman Realty, LLC, which operates the largest residential brokerage company in the New York metropolitan area. Since May 2001, Mr. Beinstein has served as a director of Ladenburg Thalmann Financial Services Inc., a publicly-traded diversified financial services company. Mr. Beinstein is a certified public accountant in New York and New Jersey and previously was a partner and national director of finance and administration at Coopers & Lybrand. Mr. Beinstein’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his service as a director of publicly-traded corporations.
Dr. Richard M. Krasno has served as a director of our company since March 2015. Dr. Krasno has served as a director of Ladenburg Thalmann Financial Services Inc. since 2006 and has served as its lead director since November 2014. Since October 2016, Dr. Krasno has served as a director of BioCardia, Inc., a clinical-stage regenerative medicine company. From 1999 to 2014, he served as the executive director of the William R. Kenan, Jr. Charitable Trust and, from 1999 to 2010, as president of the four affiliated William R. Kenan, Jr. Funds. Prior to joining the Trust, Dr. Krasno was the president of the Monterey Institute of International Studies in Monterey, California. From 2004 to 2012, Dr. Krasno also served as a director of the University of North Carolina Health Care System and served as chairman of the board of directors from 2009 to 2012. From 1981 to 1998, he served as president and chief executive officer of the Institute of International Education in New York. He also served as Deputy Assistant Secretary of Education in Washington, D.C. from 1979 to 1980. Dr. Krasno’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his service as a director of publicly-traded corporations.
Mark Zeitchick has served as a director of our company since March 2014. Mr. Zeitchick has been executive vice president of Ladenburg Thalmann Financial Services Inc. since September 2006 and has served as a director of Ladenburg Thalmann Financial Services Inc. since 1999. From August 1999 until December 2003, Mr. Zeitchick served as an executive vice president of Ladenburg Thalmann Financial Services Inc. and from September 2006 until December 2011, Mr. Zeitchick served as president and chief executive officer of its subsidiary Ladenburg Thalmann & Co. Inc. Mr. Zeitchick has been a registered representative with Ladenburg Thalmann & Co. Inc. since March 2001. Mr. Zeitchick's pertinent experience, qualifications, attributes and skills include managerial and financial experience and the knowledge and experience he has attained through his service as a director and officer of a publicly-traded corporation.