Board Committees

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Compensation Committee

ARTICLE I

Purpose

The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Independence Contract Drilling, Inc. (the "Company") has been appointed by the Board to assist the Board by assuming primary responsibility for evaluating issues relating to executive compensation. The Committee is also charged with making regular reports to the Board and from and after the listing of the Company's common stock on the NYSE, delivering any reports that may from time to time be required by the rules of the New York Stock Exchange ("NYSE") or the Securities and Exchange Commission (the "SEC")  to be included in the Company's annual proxy statement or annual report on Form 10-K.

ARTICLE II

Membership

The Committee shall consist of no fewer than three independent members of the Board. From and after the listing of the Company's common stock on the NYSE, prior to their election and annually thereafter,  the members of   the Committee shall each have been affirmatively determined by the Board to be "independent" as such term is defined under the rules and regulations of the NYSE and the SEC, except that the Board may rely upon the phase­ in period for initial public offerings or other exceptions, if applicable under NYSE rules.  In addition, each member of the Committee shall qualify both (i) as a "non-employee director" in the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii) as an "outside director" in the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

The Board shall elect a Chairperson of the Committee.    The Chairperson of the Committee will chair all regular and special sessions of the Committee, be responsible for scheduling regular and special meetings and set the agendas for Committee meetings. This Chairperson shall serve until the expiration of his or her term or until his or her earlier resignation, retirement or removal.  If the Chairperson is absent from a particular meeting, another member of the Committee shall serve as chairperson for purposes of that meeting.

Except as provided by the rules and regulations of the SEC or the NYSE, the Committee may delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

ARTICLE III

Meetings

The Committee shall meet at least twice a year. Additional meetings may occur as the Committee or its Chairperson deem advisable.

A majority of Committee members shall constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or videoconference and may take action by unanimous written consent to the fullest extent permitted by the Delaware General Corporation Law.

The Committee will cause to be kept adequate minutes of all its proceedings and will report its actions regularly to the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous written consent.

ARTICLE IV

Authority

The Committee shall have the resources, funding and authority that it deems necessary to discharge its duties and responsibilities. The Committee may in its sole discretion retain, obtain advice from and terminate compensation consultants,  independent legal counsel or other advisors.   Such advice may be used by the Committee, as it deems appropriate in its sole discretion, to assist in the evaluation of the director, chief executive officer or executive officer compensation or any other purpose in connection with fulfilling its responsibilities and duties. The Committee shall also have the authority to obtain advice and assistance from internal or non­ independent external legal counsel, accountants or other advisors. Any communications between the Committee and legal counsel (whether internal or external)  in the course of obtaining legal advice will be considered privileged communications of the Company.

The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other advisor retained by the Committee, and the Committee shall have the sole authority to approve the consultants and advisor fees and other retention terms. The Company shall provide appropriate funding, as determined by the Committee,  for the payment of reasonable compensation to any compensation consultant,  independent legal counsel or any other advisor retained by the Committee, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Prior to selecting any compensation consultant, legal counsel or other advisor, the Committee shall take into consideration all factors relevant to such person's independence from management of the Company, including the factors set forth in Rule lOC-I of the Exchange Act and any other specific factors required to be considered by the Committee under the applicable rules of the SEC and the NYSE (including NYSE Rule 303A.05(c)(iv)) that may affect the independence of such consultant, counsel or other advisor. To the extent a compensation consultant is engaged by the Committee, the Committee shall review and assess, on an annual basis, the independence from management and performance of the compensation consultant for

the prior year and make a determination of whether that consultant, or another consultant or consulting firm, will be retained to provide services to the Committee.

ARTICLE V

Responsibilities and Duties

The Committee shall have the following responsibilities and duties:

  1. To evaluate and/or develop the compensation policies applicable to the executive officers of the Company who are subject to Section 16 of the Exchange Act (the "Executive Officers"), which shall include guidance regarding the specific relationship of corporate performance to executive compensation;
  2. To review and approve on an annual basis the corporate goals and objectives relevant to compensation for the Chief Executive Officer and the other  "named executive officers" as defined in Item 402 of Regulation S-K promulgated under the Exchange Act who were either  "named executive officers"  for the last completed fiscal year or who are reasonably expected to be "named executive officers" for the current fiscal year  (the "Named Executive Officers");
  3. To evaluate at least once a year the performance of the Chief Executive Officer and the Named Executive Officers in light of these established goals and objectives;
  4. To determine and approve  (acting without the presence of the Chief Executive Officer either as a committee or together with the other independent directors, as directed by the   Board),  the Chief Executive Officer's compensation level, including salary,  bonus, incentive and equity compensation based on the Committee's evaluation;
  5. To review and approve, or make recommendations to the Board with respect to, the compensation to be paid to the Executive Officers of the Company other than the Chief Executive Officer, including salary, bonus, incentive and equity compensation based on the Committee's evaluation;
  6. To periodically review and approve,for the Executive Officers, employment I
  7. agreements, severance agreements and change   in control agreements and provisions, in each case, when and if the Committee deems appropriate; I
  8. To annually review the compensation paid to non-employee directors  (including Board and committee chairpersons) in the form of annual retainers and meeting fees,  if any,  and to make recommendations to the Board regarding any adjustments;
  9. To review and make recommendations to the Board with respect to the Company's incentive compensation and other equity-based plans that are subject to Board approval;
  10. To administer the Company's incentive compensation and equity-based plans, as amended from time to time, in accordance with the terms of such plans, and any other plans pursuant to which administrative authority is expressly vested in the Committee in accordance with the terms of such plans, and to assist the full Board with respect to the administration of any other of the Company's incentive compensation or equity-based plans to the extent such authority is not so vested;
  11. To consult with management to oversee regulatory compliance with respect to compensation       matters,   including   overseeing   the Company's policies   on structuring compensation programs to preserve tax deductibility to the extent the Committee so determines,  and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Code;
  12. To maintain regular contact with management of the Company regarding the matters in this charter;
  13. To review periodically the Company's executive compensation programs and policies, and to monitor policies regarding equity ownership requirements, clawback of executive compensation, say-on-pay and such other matters as the Committee deems appropriate with respect to executive compensation;
  14. To consider periodically whether the risks arising from the Company's compensation policies and practices for all employees are reasonably likely to have a material adverse effect on the Company as they relate to risk management practices and risk-taking incentives;
  15. To review and discuss with the Company's management the "Compensation Discussion and Analysis" to the extent required by SEC rules, and based on such review and discussion, to determine whether to recommend to the Board that the "Compensation Discussion and Analysis" be included in the Company's annual proxy statement or annual report on Form 10-K;
  16. To prepare an annual executive compensation report to be included in the Company's proxy statement or annual report on Form 10-K to the extent required by SEC rules (including the disclosure required by Item 407(e)(5) of Regulation S-K);
  17. To oversee the Company's regulatory compliance with NYSE rules relating to stockholder approval of equity-based plans;
  18. To review and approve, or recommend for approval by the Board, all equity-based and annual incentive awards, and to approve such awards for purposes of Section 16 of the Exchange Act, if applicable, when and if the Committee deems appropriate;
  19. To evaluate its own performance, and review the adequacy of this charter, at least annually, and to report to the Board regarding any recommended changes for its approval; and
  20.  
  21. To appoint and oversee the work of any advisors retained by the Committee, as well as to determine the compensation to be paid to such advisors.

 



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Independence Contract Drilling was founded in 2011 as a provider of premium integrated onshore drilling services.