The Compensation Committee (the “Committee”) of the Board of Directors (the
“Board”) of
BGC Partners, Inc. (the “Company”) generally acts on behalf of the Board. The
Committee’s
purposes shall be:
To establish and periodically review the Company’s compensation philosophy, policies, and
practices and
the adequacy of compensation arrangements, plans, and programs for executive officers and directors.
- To review and approve all compensation arrangements and incentive goals for executive officers, to
administer
cash incentive and equity-based compensation arrangements, plans, and programs for executive
officers,
employees, and directors, including the Company’s Seventh Amended and Restated Long Term
Incentive
Plan
(the “LTIP”), the Company’s Second Amended and Restated Incentive Bonus
Compensation
Plan (the
“Incentive Plan”), and the BGC Holdings, L.P. Participation Plan (the
“Participation
Plan”), in each case as the same may be amended from time to time, and to approve, and
recommend
Board
approval of, compensation arrangements for directors and director awards under the LTIP;
- To review the performance of executive officers and award incentive compensation and adjust
compensation
arrangements as appropriate based upon the performance of the individual and the Company;
- To consider and evaluate how the Company’s compensation philosophy, policies, and practices
relate
to the
Company’s risk management processes and procedures and whether risk-taking incentives are
consistent with
the Company’s overall risk profile; and
- To report on the Committee’s activities and make appropriate recommendations to the Board for
Board
The Committee shall have the following authority, duties, and responsibilities:
Authority
- Sole discretion and appropriate funding to retain or obtain the advice of, set reasonable
compensation
and
other
terms for, and terminate any compensation consultants, legal counsel, or other advisors as the
Committee
may
determine to assist it in the performance of its duties and responsibilities, including, without
limitation,
direct responsibility for the appointment, compensation, and oversight of the work of any
compensation
consultant, legal counsel, or other advisor retained by the Committee; provided, however, that,
prior to
the
selection of, or receipt of any advice from, any compensation consultant, legal counsel, or
other
advisor,
other
than in-house counsel, the Committee must first consider the independence factors specified in
Nasdaq
Rule
5605(d)(3)(D) and determine whether any compensation consultant has any conflict of interest
required to
be
disclosed in accordance with Item 407(e)(3)(iv) of SEC Regulation S-K, except that the Committee
is not
required
to assess the independence of any compensation consultant, legal counsel, or other advisor that
acts in
a
role
limited to (a) advising on any broad-based plan that does not discriminate in scope, terms, or
operation
in
favor of executive officers or directors and that is generally available to all salaried
employees, or
(b)
providing information that is not customized for the Company or that is customized based on
parameters
that
are
not developed by the consultant or advisor, and about which the consultant or advisor does not
provide
advice.
Management of the Company may make recommendations to the Committee with respect to potential
compensation
consultants, legal counsel, and other advisors and assist the Committee in the negotiation of
reasonable
rates
for compensation arrangements. Notwithstanding the foregoing, the Committee shall not be
required to
implement
or act consistently with the advice or recommendations of any compensation consultant, legal
counsel, or
other
advisor, but rather is expected to exercise its own independent judgment in fulfillment of its
duties
and
responsibilities under this
Charter, including whether to retain or obtain advice from any such advisor, including ones who
are
not
independent,
after considering the specified independence factors.
- Access to internal advisors and all other resources within the Company to assist it in carrying
out its
duties
and
Compensation Philosophy, Policies, and Practices
- Establish and periodically review, consider, and approve, and recommend Board approval of, the
philosophy,
policies, and practices for the compensation of the Company’s executive
- Design, establish, implement, and periodically review, consider, and approve, and recommend
Board
approval
of,
compensation arrangements, plans, and programs for executive officers, including cash incentive
and
equity-based
compensation arrangements, plans, and programs, any employment contracts or deeds of adherence,
any
retirement
benefits or payments in lieu thereof, any perquisites or other benefits, and any severance or
change in
control
- Annually review the adequacy of such arrangements, plans, and programs for the executive
officers,
comparing
such arrangements, plans, and programs to those of other comparable companies, including the
Company’s
peer group companies where appropriate, ensuring appropriate types and levels of incentives to
executive
officers, consistent with the Company’s overall risk profile, and aligning executive
officers’
goals
with the long-term interests of stockholders, and report the results of, and recommendations
resulting
from,
such review for Board
- Administer the Company’s cash incentive and equity-based compensation arrangements, plans,
and
programs,
including the LTIP, the Incentive Plan, and the Participation
- Establish and periodically review, consider, and approve, and recommend Board approval of,
compensation
arrangements, plans, and programs for directors and director awards under the
Specific Compensation Amounts and Incentives
- Based upon discussions with the CEO, establish annual base salaries, incentive performance
goals, cash
bonuses,
and equity-based awards for executive officers, other than the CEO, including opportunity levels
and the
financial and other goals to be met to earn annual and long-term bonuses and
- Taking into account the views of the other members of the Board, review and evaluate, at least
annually,
the
performance and leadership of the CEO and establish his or her annual base salary, cash bonuses,
and
equity-based awards, based upon such performance and leadership and consistent with the
achievement of established goals.
Reports and Other Actions
- Review and discuss with management the Company’s Compensation Discussion and Analysis (the
“CD&A”), recommend that the CD&A be included in the Company’s proxy
statement
and
Annual Report on Form 10-K, and produce the Compensation Committee Report on executive officer
compensation
required to be included in the Company’s proxy statement and Annual Report on Form 10-K.
- Oversee the Company’s compliance with SEC rules and regulations regarding stockholder
approval of
certain
executive compensation matters, including stockholder advisory Say-on-Pay Votes and
Say-on-Frequency
Votes,
and
the requirement under the Nasdaq rules that, with limited exceptions, stockholders approve
equity
compensation
plans and any material amendments
- Review and approve, and recommend Board approval of, the frequency with which the Company shall
conduct
stockholder advisory Say-on-Pay Votes, taking into account the results of the most recent
stockholder
advisory
Say-on-Frequency Vote; review and approve, and recommend Board approval of, the proposals
regarding the
stockholder advisory Say-on-Pay Vote and the stockholder advisory Say-on-Frequency Vote to be
included
in
the
Company’s proxy statements; and consider the results of the most recent stockholder
advisory
Say-on-Pay
Vote in making its executive officer compensation and plan and program decisions and
recommendations.
- Monitor the Company’s compliance with the requirements under the Sarbanes- Oxley Act of
2002
prohibiting
loans to directors and
- Annually review and reassess the adequacy of this Charter and approve, and recommend Board
approval of,
any
proposed changes to the