Exhibit 99.4
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STEIN MART, INC.
COMPENSATION COMMITTEE CHARTER
Revised as of April 7, 2004
I. 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.
II. 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 National Association of Securities Dealers'
Nasdaq Stock Market, Inc. ("Nasdaq"). Thus, the members of the Committee shall
meet the following criteria:
(A) Each shall meet the Company's Director Independence Criteria as set
forth on Exhibit A hereto.
(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.
III. 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 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 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, the chief executive officer and all other
executive officers, 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 lease 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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IV. 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 Committee April 7, 2004.
/s/Alvin R. Carpenter
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Alvin R. ("Pete") Carpenter, Chairman of
Committee
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Exhibit A
STEIN MART, INC.
Director Independence Criteria
April 7, 2004
A member of the Company's board of Directors shall be "Independent" only if
such director meets all of the following (the "Stein Mart Director Independence
Criteria"):
The director 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. A
director shall not be considered independent, if such director:
(1) is, or at any time during the past three years was, employed
by the Company or by any parent or subsidiary of the
Company;
(2) accepts or who has a Family Member (as defined below) who
accepted any payments from the Company or any parent or
subsidiary of the Company in excess of $60,000 during the
current or any of the past three fiscal years, other than
the following:
(i) compensation for board or board committee service;
(ii) payments arising solely from investments in the
Company's securities;
(iii) compensation paid to a Family Member who is a
non-executive employee of the Company or a parent
or subsidiary of the Company;
(iv) benefits under a tax-qualified retirement plan, or
non-discretionary compensation; or
(v) loans permitted under Section 13(k) of the
Sarbanes-Oxley Act (the "Sarbanes Act");
(3) is a Family Member of an individual who is, or at any time
during the past three years was, employed by the Company or
by any parent or subsidiary of the Company as an executive
officer;
(4) is, or has a Family Member who is, a partner in, or a
controlling shareholder or an executive officer of, any
organization to which the Company made, or from which the
Company received, payments for property or services in the
current or any of the past three fiscal years that exceed 5%
of the recipient's consolidated gross revenues for that
year, or $200,000, whichever is more, other than the
following:
(i) payments arising solely from investments in the
Company's securities; or
(ii) under non-discretionary charitable contribution
matching programs.
(5) is, or has a Family Member who is, employed as an executive
officer of another entity where at any time during the past
three years any of the executive officers of the Company
served on the compensation committee of such other entity;
or
(6) is, or has a Family Member who is, a current partner of the
Company's outside auditor, or was a partner or employee of
the Company's outside auditor who worked on the Company's
audit at any time during the past three years.
"Family Member" is a person's spouse, parents, children and siblings,
whether by blood, marriage or adoption, and anyone residing in such
person's house).
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