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Intrepid Potash: Intrepid Potash : Nominating Corporate Governance Safety Sustainability Committee

INTREPID POTASH, INC. NOMINATING, CORPORATE GOVERNANCE, SAFETY AND SUSTAINABILITY COMMITTEE CHARTER There will be a committee of the Board of Directors (the " Board ") of Intrepid Potash, Inc. (the " Corporation ") that will be called the Nominating, Corporate Governance, Safety, and Sustainability Committee (the "Committee") . 1. Statement of Purpose The purposes of the Committee are (a) to assist the Board in identifying individuals qualified to serve as members of the Board (b) to oversee the evaluation of the Board and its committees, management, and certain succession plans; (c) to oversee the Corporation's policies, performance, and disclosure relating to environmental, health, safety, and social responsibilities matters; and (d) to periodically review the Corporation's Corporate Governance Guidelines and Code of Business Conduct and Ethics, and to recommend to the Board such changes as it may deem appropriate. 2. Committee Membership and Meetings The Committee will have at least three members. Each member of the Committee must be a member of the Board and must meet the independence requirements of the Corporate Governance Standards for Listed Issuers of the New York Stock Exchange (" NYSE ") and any other necessary standards of director independence under federal securities laws. The members of the Committee will be appointed by the Board in its discretion. The Board may designate a chairperson from among the members of the Committee or, if no such designation is made, a chairperson may be selected by the affirmative vote of the majority of the Committee members. The Board may remove members of the Committee in its discretion. The Committee shall meet as frequently as necessary to fulfill its responsibilities, but not less frequently than four times each year. Other members of the Board may attend meetings of the Committee upon the invitation of the Committee. 3. Functions and Responsibilities In furtherance of its purposes, the Committee will regularly report to the Board on its activities, including the following functions and responsibilities and any other functions and responsibilities delegated to it by the Board: (A) With respect to matters relating to Board membership: • Periodically review and make recommendations regarding the composition and size of the Board and, as the need to fill vacancies arises, actively seek individuals qualified to become Board members for recommendation to the Board. • Assist the Board in developing and reviewing qualification criteria for Board member candidates, with such criteria to include applicable business experience and background, specific skills and expertise, personal and professional integrity, business judgment, time availability in light of other commitments, conflicts of interest, and other relevant factors that the Committee considers appropriate in the context of the Board's needs and current composition. • Evaluate candidates for Board membership, including those recommended by stockholders in compliance with the Corporation's bylaws . • Recommend to the Board the slate of nominees for election to the Board at the Corporation's annual meeting of stockholders . (B) With respect to matters relating to governance policies, practices, and procedures: • Recommend to the Board the number, identity, and responsibilities of Board committees and the Chair and members of each committee. • Periodically review and assess the adequacy of the charter of each committee of the Board and make recommendations to the Board with respect to any changes to the charters. • Monitor the orientation and continuing education programs for Board members. • Review and assess the adequacy of the Corporate Governance Guidelines of the Corporation and recommend any proposed changes to the Board for approval. • Review and assess the adequacy of the Corporation's Code of Business Conduct and Ethics and recommend any proposed changes to the Board for approval, including the consideration of and, if appropriate, a grant of any particular waiver. • Review and evaluate any resignation offered to the Board by any member of the Board and make recommendations to the Board on whether to accept the resignation. • Review adherence by Board members to corporate guidelines regarding transactions with the Corporation. (C) With respect to matters relating to evaluation of the Board and its committees and evaluation and succession planning of the Corporation's executive management team: • Oversee the evaluation of the Board, each of the Board's committees and management of the Corporation. • Oversee the management continuity planning process, including, without limitation, reviewing and evaluating the succession plans relating to the Chief Executive Officer or principal executive officer, and other executive officers, and make recommendations to the Board as appropriate. • Evaluate, at least annually, the Committee's own performance including its compliance with this Charter, and report the results of such evaluation, including any recommended changes, to the Board. (D) With respect to matters relating to the Corporation's policies, performance, and disclosure relating to environmental, health, safety and social responsibilities matters (collectively, "Sustainability Matters") : • Periodically review the Corporation's strategy, policies, and initiatives relating to Sustainability Matters and review and approve, as appropriate, any related performance metrics and targets and other disclosures to stakeholders. • The Committee will coordinate with the Audit Committee to review any significant environmental, health, or safety incidents, material regulatory compliance matters, and/or potential significant risks or exposures faced by the Corporation related to Sustainability Matters. Reviews will include actions or plans management has taken, or plans to take, to address the incidents or matters, and prevent future recurrence. • On at least an annual basis, review significant environmental, health, and safety risks and exposures, including climate- related risks, and the Corporation's actions for mitigating those risks. • Review the Corporation's disclosures containing significant information relating to Sustainability Matters, including approval of the Corporation's annual sustainability report, or other related presentations. In carrying out its functions and responsibilities, the Committee may obtain advice and assistance, as needed, from internal or external legal counsel, consulting firms, search firms, or other advisors. The Committee has the sole authority to retain and terminate any external legal counsel, consulting firms, search firms, or other advisors; to oversee their work; and to approve their fees, expenses, and other retention terms. The Corporation will provide to the Committee appropriate funding, as determined by the Committee, for the payment of reasonable compensation to any external legal counsel, consulting firms, search firms, or other advisors and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its functions and responsibilities. The Committee may form and delegate authority to subcommittees as it deems appropriate in its discretion. APPROVED by the Board on March 25, 2025. Attachments Original document Permalink Disclaimer Intrepid Potash Inc. published this content on March 26, 2025 , and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 26, 2025 at 04:40:07.918 . INTREPID POTASH, INC. NOMINATING, CORPORATE GOVERNANCE, SAFETY AND SUSTAINABILITY COMMITTEE CHARTER There will be a committee of the Board of Directors (the " Board ") of Intrepid Potash, Inc. (the " Corporation ") that will be called the Nominating, Corporate Governance, Safety, and Sustainability Committee (the "Committee") . 1. Statement of Purpose The purposes of the Committee are (a) to assist the Board in identifying individuals qualified to serve as members of the Board (b) to oversee the evaluation of the Board and its committees, management, and certain succession plans; (c) to oversee the Corporation's policies, performance, and disclosure relating to environmental, health, safety, and social responsibilities matters; and (d) to periodically review the Corporation's Corporate Governance Guidelines and Code of Business Conduct and Ethics, and to recommend to the Board such changes as it may deem appropriate. 2. Committee Membership and Meetings The Committee will have at least three members. Each member of the Committee must be a member of the Board and must meet the independence requirements of the Corporate Governance Standards for Listed Issuers of the New York Stock Exchange (" NYSE ") and any other necessary standards of director independence under federal securities laws. The members of the Committee will be appointed by the Board in its discretion. The Board may designate a chairperson from among the members of the Committee or, if no such designation is made, a chairperson may be selected by the affirmative vote of the majority of the Committee members. The Board may remove members of the Committee in its discretion. The Committee shall meet as frequently as necessary to fulfill its responsibilities, but not less frequently than four times each year. Other members of the Board may attend meetings of the Committee upon the invitation of the Committee. 3. Functions and Responsibilities In furtherance of its purposes, the Committee will regularly report to the Board on its activities, including the following functions and responsibilities and any other functions and responsibilities delegated to it by the Board: (A) With respect to matters relating to Board membership: • Periodically review and make recommendations regarding the composition and size of the Board and, as the need to fill vacancies arises, actively seek individuals qualified to become Board members for recommendation t

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Annual Revenue
$100-500M
Employees
250-500
Kevin S. Crutchfield's photo - CEO of Intrepid Potash

CEO

Kevin S. Crutchfield

CEO Approval Rating

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