This excerpt taken from the LTRX DEF 14A filed Oct 8, 2009.
The Compensation Committee reviews and determines salaries, performance-based incentives and other matters relating to executive compensation and administers our stock option plans, including reviewing and granting stock options to our executive officers. The Compensation Committee also reviews and determines various other compensation policies and matters. The fiscal year 2009 Compensation Committee was comprised of the following members: Mr. Lewis Solomon (Chairperson), Mr. Larry Sanders and Mr. Howard T. Slayen. Each member of the Compensation Committee met the Nasdaq, SEC and other regulatory requirements as to independence. During fiscal year 2009 the Compensation Committee met six times. Effective July 1, 2009, the Compensation Committee continues to be comprised of Messrs. Solomon (Chairperson), Sanders and Slayen. Mr. Curtis Brown serves as a non-member advisor to the Compensation Committee. Our Board has determined that each of Mr. Solomon, Mr. Sanders and Mr. Slayen meet the applicable Nasdaq, SEC and Internal Revenue Service rules and requirements as to independence for Compensation Committee members. A copy of the Compensation Committee Charter can be found on our website, www.lantronix.com.