Compensation Committee Guidelines

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Purpose and Objectives

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1.1 Purpose:

• The Compensation Committee ("Committee") is established to assist the Board of Directors in fulfilling its oversight responsibilities relating to executive compensation, incentive programs, and talent management.

1.2 Objectives:

• Review and approve executive compensation plans, policies, and programs.

• Ensure that executive compensation is aligned with the company's strategic goals, performance, and shareholder interests.

• Oversee talent management, succession planning, and leadership development initiatives.

• Promote transparency, fairness, and accountability in compensation-related matters.

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Committee Composition and Meetings

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2.1 Composition:

• The Committee shall consist of at least two members, all of whom shall be independent directors.

• The Committee Chair shall be appointed by the Board and shall have a strong understanding of executive compensation practices and relevant expertise.

2.2 Meetings:

• The Committee shall meet at least twice annually, or more frequently as necessary.

• Additional meetings may be called by the Committee Chair or upon request of any Committee member or management.

• Adequate notice and supporting materials shall be provided for all meetings.

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Responsibilities and Duties

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3.1 Executive Compensation:

• Review and approve the company's executive compensation philosophy, policies, and practices.

• Set appropriate levels of compensation, including base salary, bonuses, equity-based awards, and other benefits.

• Consider market data, industry practices, and individual performance in determining executive compensation.

• Ensure that compensation packages promote the attraction, retention, and motivation of key executives.

3.2 Incentive Programs:

• Evaluate and approve incentive programs, such as annual performance bonuses and long-term incentive plans.

• Set performance goals and targets that are challenging, yet achievable, aligned with the company's strategic objectives.

• Monitor the effectiveness and impact of incentive programs on executive performance and shareholder value.

3.3 Talent Management and Succession Planning:

• Review and assess the company's talent management strategies, including succession planning for key leadership positions.

• Evaluate and provide input on executive development and training programs.

• Identify and foster a diverse and inclusive leadership pipeline.

3.4 Equity and Benefit Plans:

• Review and approve equity-based compensation plans, stock option grants, restricted stock units, and other equity incentives.

• Ensure that equity plans are aligned with the company's long-term objectives and shareholder interests.

• Monitor the dilution and impact of equity grants on shareholder value.

3.5 Compensation Disclosure and Shareholder Engagement:

• Review and oversee the preparation of the company's executive compensation disclosures, including the annual proxy statement.

• Engage in constructive dialogue with shareholders on executive compensation matters.

• Consider shareholder input and feedback in shaping compensation policies and practices.

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Resources and Authority

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4.1 Resources:

• The Committee shall have the authority to engage independent advisors or consultants as necessary to fulfill its responsibilities.

• The company shall provide adequate resources, budget, and support staff to assist the Committee in carrying out its duties.

4.2 Authority:

• The Committee shall have the authority to access all company records, systems, and personnel necessary to perform its duties.

• The Committee's recommendations and findings shall be presented to the Board for consideration and appropriate action.

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These guidelines outline the roles, responsibilities, and duties of the Compensation Committee of Killay Corp. They are designed to promote transparency, fairness, and alignment of executive compensation with the company's performance and interests.