Exhibit 99.4
STEIN MART, INC.
COMPENSATION COMMITTEE CHARTER
Amended March 24, 2003
Purpose. The Compensation Committee of the Board of Directors (the "Board")
of Stein Mart, Inc. (the "Committee") is appointed by the Board (i) to discharge
the Board's responsibilities relating to compensation of the Company's directors
and officers, (ii) to have overall responsibility for approving and evaluating
the director and officer compensation plans, policies and programs of the
Company, and (iii) to have responsibility for producing an annual report on
executive compensation for inclusion in the Company's proxy statement.
I. Members
There shall be not less than three members of the Committee, one of whom
shall be elected by the Board to serve as Chairman of the Committee (the
"Committee Chairman"), and each of whom shall meet the independence and
experience requirements of The Nasdaq Stock Market(R) ("Nasdaq"). Thus, the
members of the Committee shall meet the following criteria:
A. Each shall be a person other than an officer or employee of the
Company or its subsidiaries or any other individual having a
relationship, which, in the opinion of the Board, would interfere with
the exercise of independent judgment in carrying out the
responsibilities of a director. The following persons shall not be
considered independent:
1. a director who is employed by the Company or any of its
affiliates for the current year or any of the past three years;
2. a director who was a partner or employee of the Company's outside
auditors who worked on the Company's audit engagement for the
current year or any of the past three years;
3. a director who accepts or who has an "Immediate Family Member"
(as defined below) who accepts any compensation or payments from
the Company or any of its affiliates in excess of $60,000 during
the current or any of the past three years, other than
compensation for board service, benefits under a tax-qualified
retirement plan, or non-discretionary compensation;
4. a director who is an Immediate Family Member of an individual who
is, or has been in any of the past three years, employed by the
Company or any of its affiliates as an executive officer;
5. a director who is a partner in, or a controlling shareholder or
an executive officer of, any for-profit business organization to
which the corporation made, or from which the corporation
received, payments (other than those arising solely from
investments in the corporation's securities) that exceed 5% of
the Company's or such business organization's consolidated gross
revenues for that year, or $200,000, whichever is more, in the
current or any of the past three years;
6. a director who is employed as an executive of another entity
where any of the Company's executives serve on that entity's
compensation committee.
"Immediate Family Member" includes, but is not limited to, a
person's spouse, parents, children, siblings, mother-in-law,
father-in-law, brother-in-law, sister-in-law, son-in-law,
daughter-in-law and anyone who resides in such person's home.
B. In addition, at least two members of the committee must qualify as
"non-employee directors," as defined in Rule 16b-3 under the
Securities Exchange Act of 1934, and as "outside directors," as
defined in Section 162(m) of the Internal Revenue Code and Treasury
regulations thereunder.
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II. Appointment; Authority & Duties
A. Appointment. The Board shall appoint members of the Committee.
B. Professional Advisors. The Committee shall have the authority, and is
hereby authorized to incur costs, to retain special legal, accounting,
compensation or other consultants to advise the Committee and/or to
assist in the evaluation of director, chief executive officer and
other senior executives or senior executive compensation and shall
have sole authority to approve the consultant's fees and other
retention terms. The Committee may request any officer or employee of
the Company or the Company's outside counsel or independent
compensation consultant to attend a meeting of the Committee or to
meet with any members of, or consultants to, the Committee.
C. General Duties. The Committee shall annually review and approve
corporate goals and objectives relevant to chief executive officer and
other senior executives' compensation, evaluate the chief executive
officer and other senior executives' performance in light of those
goals and objectives, and approve the chief executive officer and
other senior executives' compensation levels based on this evaluation.
Senior executives shall include all officers who are required to file
reports under Section 16 of the Securities Exchange Act of 1934. In
determining the long-term incentive component of the chief executive
officer and other senior executives' compensation, the Committee will
consider the Company's performance and relative shareholder return,
the value of similar incentive awards to the chief executive officer
and other senior executives at comparable companies, and the awards
given to the chief executive officer and other senior executives in
past years.
D. The Committee shall annually review and have the authority to set the
compensation of all directors, officers and other key executives,
including incentive-compensation plans and equity-based plans. The
Committee shall approve all grants of options under the Company's
option plans. If the Committee does not consist entirely of directors
who qualify as "non-employee directors" under Rule 16b-3 and as
"outside directors" under Section 162(m) of the Internal Revenue Code,
all awards of performance-based compensation and all grants under the
Company's option plans shall be made by a subcommittee of at least two
directors who meet such qualifications. The vote of at least two
directors who meet such qualifications shall be deemed the vote of a
subcommittee of such directors.
E. The Committee shall annually review and approve, for the chief
executive officer and other senior executives and the senior
executives of the Company, (a) the annual base salary level, (b) the
annual incentive opportunity level, (c) the long-term incentive
opportunity level, (d) employment agreements, severance arrangements,
and change in control agreements/provisions, in each case as, when and
if appropriate, and (e) any special or supplemental benefits.
F. The Committee shall meet in executive session to determine the
compensation of the chief executive officer. The chief executive
officer may be present during committee deliberations concerning the
compensation of other senior executives but may not vote.
G. The Committee may form and delegate authority to subcommittees when
appropriate.
H. The Committee shall make regular reports to the Board and shall cause
an annual report of the Committee to be included in the Company's
annual report to its shareholders.
I. The Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval.
The Committee shall annually review its own performance.
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III. Committee Meetings
The Committee will hold meetings at such times and at such places as it
shall deem necessary but shall hold at least one meeting each calendar quarter.
As revised by the Compensation Committee March 24, 2003.
Alvin R. Carpenter, Chairman
Martin E. Stein, Jr.
James H. Winston
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