Dalrada Financial Corporation
Board Structure and Committees
Dalrada's Board has 5 directors and the following 2 committees: Audit, and Compensation. Committee memberships and the function of each committee are described below.
Dalrada has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of Dalrada's financial statements, Dalrada's compliance with legal and regulatory requirements, the qualifications and independence of the independent registered public accounting firm, the performance of Dalrada's internal audit function and the independent registered public accounting firm, risk assessment and risk management, and finance and investment functions. Among other things, the Audit Committee prepares the Audit Committee report for inclusion in the annual proxy statement; annually reviews its charter and performance; appoints, evaluates and determines the compensation of the independent registered public accounting firm; reviews and approves the scope of the annual audit, the audit fee and the financial statements; reviews Dalrada's disclosure controls and procedures, internal controls, information security policies, internal audit function, and corporate policies with respect to financial information and earnings guidance; oversees investigations into complaints concerning financial matters; reviews other risks that may have a significant impact on Dalrada's financial statements; reviews and oversees treasury matters, Dalrada's loans, loan guarantees and outsourcings; reviews Dalrada Financial Services' capitalization and operations; reviews the activities of Investor Relations; and coordinates with the Compensation Committee regarding the cost, funding and financial impact of Dalrada's equity compensation plans and benefit programs. The Audit Committee works closely with management as well as the independent registered public accounting firm. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from Dalrada for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.
The Audit Committee currently consists of Dr. Richard Green (Chair) and Stanley Hirschman, both of whom are non-employee directors.
The Compensation Committee discharges the Board's responsibilities relating to the compensation of Dalrada's executives and directors; produces an annual report on executive compensation for inclusion in the annual proxy statement; provides general oversight of Dalrada's compensation structure, including Dalrada's equity compensation plans and benefits programs; reviews and provides guidance on Dalrada's human resources programs; and retains and approves the terms of the retention of compensation consultants and other compensation experts. Other specific duties and responsibilities of the Compensation Committee include evaluating human resources and compensation strategies; monitoring the leadership development process; reviewing and approving objectives relevant to executive officer compensation, evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing Dalrada's equity-based and incentive compensation plans; approving any changes to non-equity based benefit plans involving a material financial commitment by Dalrada; monitoring workforce management programs; recommending to the Board director compensation; monitoring director and executive stock ownership; and annually evaluating its performance and its charter.
The Compensation Committee currently consists of Dr. Richard Green (Chair) and Eric Gaer.
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