4870 South Lewis, Suite 250
Tulsa, OK 74105
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4/24/2018 St. Joseph, Inc.
Compensation Committee Charter

  1. Role

    The role of the Compensation Committee (the “Committee”) of St. Joseph, Inc. is to assist the Board of Directors (the “Board”) of the Company by:

    1. Recommending to the Board corporate governance guidelines applicable to the Company;

    2. Identifying, reviewing, and evaluating individuals qualified to become members of the Board;

    3. Setting the compensation of the Chief Executive Officer and performing other compensation oversight;

    4. Reviewing and recommending the nomination of Board members;

    5. Assisting the Board with other related tasks, as assigned from time to time.

  2. Membership

    1. The Committee shall consist of at least three directors, each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. Committee members shall meet the independence requirements of the New York Stock Exchange, as well as all applicable laws and regulations;

    2. Committee members shall be generally acquainted with corporate governance and compensation issues and have experience in one or more of the areas of the Committee’s responsibilities;

  3. Operations

    1. The Committee shall meet at least once a year. Additional meetings may occur as any member of the Committee requests or its Chair deems advisable;

    2. The Committee shall be governed by the same rules regarding meetings (including meeting by conference telephone or similar communications equipment or methods), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board;

    3. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with; (i) any provision of this Charter; (ii) any provision of the Bylaws of the Corporation; or (iii) the laws of the state of Colorado.

  4. Authority

    1. The Committee will have the resources and authority necessary to discharge its duties and responsibilities;

    2. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications;

    3. The Committee shall have the authority to form and delegate responsibilities to subcommittees as appropriate;

  5. Duties and Responsibilities

    1. Annually evaluate and report to the Board on the performance and effectiveness of the Board to assist the directors in fulfilling their responsibilities in a manner that serves the interests of the Company’s shareholders;

    2. Assist in identifying, interviewing, and recruiting candidates for the Board;

    3. Before recommending an incumbent, replacement, or additional director, review his or her qualifications, including capability, availability to serve, independence, conflicts of interest, and other relevant factors;

    4. Annually present to the Executive Committee a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders;

    5. Review and make recommendations about changes to the charter of the Compensation Committee as required in the Committee’s opinion;

    6. Review and approve corporate goal and objectives relevant to the CEO’s compensation and evaluate the CEO’s performance relative to those goals and objectives and set the CEO’s compensation annually;

    7. Make recommendations annually to the Board with respect to the non-CEO compensation, as the Committee deems appropriate;

    8. Produce a report concerning compensation in compliance with SEC requirements;

    9. Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company;

    10. Review corporate governance guidelines at least annually and provide any appropriate recommendations to the Board.

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St Joseph Inc.