Reviewed/Approved 01/28/14
PERSONNEL COMMITTEE CHARTER
FOR
THE PERSONNEL COMMITTEE
OF
MID-SOUTHERN SAVINGS BANK, FSB
I. Purpose
The primary function of the Personnel Committee of Mid-Southern Savings Bank, FSB (“Savings Bank”)
is to set the policies and compensation levels for directors, officers and employees of the Savings Bank. The
Committee shall ensure that compensation policies are administered fairly and consistently. All decisions of the
Committee will be ratified by the Board of Directors of the Savings Bank before they become effective.
II. Composition
The Committee shall be comprised of three or more directors as determined by the Board of Directors of
the Savings Bank. Each member shall be an independent director, who is free from any relationships that, in the
opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the
Committee. Member independence will be in conformity with rules established by the Securities and Exchange
Commission and the National Association of Securities Dealers. The members of the Committee shall be elected by
the Board of Directors of the Savings Bank at the annual organizational meeting of the Board and shall serve until
their successors are duly elected and qualified. Unless a Chair is selected by the Board, the members of the
Committee may designate a Chair by majority vote of the full Committee membership.
III. Meetings
The Committee shall meet at least annually, or more frequently as circumstances dictate. As part of the job
to set executive compensation levels, the Committee should meet at least annually with the Chief Executive Officer
in order to discuss the Chief Executive Officer’s evaluation of the senior officers and recommendations for
compensation levels.
IV. Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
Compensation Policies
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Develop guidelines and policies for director compensation.
Develop guidelines and policies for executive compensation.
Make regular reports to the Board of Directors.
At least annually, review the compensation policies to ensure that they are effective in meeting
goals for compensation and make new recommendations, as needed.
Review and approve the list of a peer group of companies to which the Savings Bank shall
compare for compensation purposes.
If necessary, engage independent consultants and outside counsel to provide comparative
information regarding compensation and benefits, and advice on issues involving laws and
regulations governing compensation.
Review and approve other large compensation expense categories such as employee benefit plans.
At least annually, review and update (if necessary) this Charter, as conditions dictate.
Review director compensation levels and recommend, as necessary, changes in the compensation
levels, with equity ownership in the Savings Bank encouraged.
Reviewed/Approved 01/28/14
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Receive and review an annual report from the Chief Executive Officer which includes the
performance assessment for all senior officers and recommendations for compensation levels, and
which also includes salary recommendations for all employees.
Set compensation for all senior officers, other than the Chief Executive Officer, based on the
recommendations of the Chief Executive Officer.
On an annual basis, review and approve goals and objectives relevant to compensation of the
Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those
goals and objectives, and determine the Chief Executive Officer’s compensation based on this
evaluation.
For the senior officers, annually review and approve (i) employment agreements, severance
agreements and change in control agreements or provisions, in each case, when and if appropriate,
and (ii) any special or supplemental benefits.
Adopt, administer, approve and ratify awards under incentive compensation and stock plans,
including amendments to the awards made under any such plans, and review and monitor awards
under such plans.
Succession Planning
15.
In conjunction with the Corporate Governance and Nominating Committee, recommend to the
Board of Directors a policy on succession planning for the Chief Executive Officer.
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