May 31, 2012

I. Preamble:

The Board of Directors of The Goldfield Corporation (the “corporation”) has formed a benefits and compensation committee to discharge the responsibilities of the Board of Directors to the shareholders, potential shareholders and the investment community as they relate to the compensation of the executives of the corporation.  This charter is meant to identify the personnel and functions of the benefits and compensation committee. 

II. Benefits and Compensation Committee Membership and Function:

A. Benefits and Compensation Committee Membership.

The benefits and compensation committee shall consist of directors, all of whom in the judgment of the Board of Directors shall meet the applicable independence requirements set forth by the NYSE American and any other applicable laws, rules and regulations.  The benefits and compensation committee will consist of three or more directors named by the Board of Directors.

  1. Each benefits and compensation committee member must have a basic understanding of human resources and compensation issues.
  2. Each benefits and compensation committee member will be selected by the Board of Directors, and will serve at the pleasure of the Board of Directors.
  3. The benefits and compensation committee members shall elect a chairman from among its members.

B. Benefits and Compensation Committee Function.

The benefits and compensation committee shall carry out the Board of Directors’ oversight responsibilities by reviewing the corporation’s compensation and benefits policies and practices relating to its officers and the members of its Board of Directors.

The benefits and compensation committee will meet on at least an annual basis, and more frequently as circumstances may require.  Meetings may be called by any member of the benefits and compensation committee and may be held telephonically. Meetings may be attended by any non-management member of the Board of Directors, although directors who are not members of the benefits and compensation committee are not entitled to vote on issues considered by the benefits and compensation committee. The benefits and compensation committee may invite or exclude any person it deems appropriate to carry out its responsibilities. The benefits and compensation committee shall meet at least once a year with the chief executive officer and the principal human resources officer, if other than the chief executive officer.

The benefits and compensation committee will have responsibilities for compensation programs and policies for the corporation’s officers and members of the Board of Directors. Those responsibilities are described in detail in this document. In general, the benefits and compensation committee’s scope of responsibility includes:

General oversight and review of the corporation’s compensation and benefits policies, including establishment of an overall compensation philosophy of the corporation;

Direct oversight of the corporation’s human resources programs as they apply to the chief executive officer of the corporation and all other officers of the corporation;

Direct responsibility for approval of equity compensation plans of the corporation (to the extent such plans are not subject to shareholder approval) and plan awards to the chief executive officer and all other officers of the corporation under any incentive and equity compensation plans of corporation;

Direct oversight of human resources programs of the corporation as they apply to members of the Board of Directors. 

C. Officer Responsibilities.

With respect to the chief executive officer and the other officers of the corporation, the benefits and compensation committee shall:

Monitor practices and underlying principles supporting the corporation’s compensation, benefit and performance management programs, ensuring the fairness and appropriateness of such practices.

Review and recommend to the Board of Directors any appropriate strategic changes in the equity and incentive compensation programs, benefit plans and executive perquisite programs of the corporation.

Periodically review existing stock ownership guidelines for officers, or the desirability of such guidelines, and, to the extent determined appropriate, recommend adoption or amendment of such guidelines which may include required holding periods for stock acquired as a result of employment of such officers.

Periodically review the corporation’s executive compensation programs in light of the overall compensation philosophy established by the corporation, to determine if the programs are properly coordinated and achieving their intended purposes.

Provide input to support management in ensuring that human resources programs:

are consistent with the corporation’s vision, values, and business strategies;

are appropriately linked to the corporation’s performance and individual performance;

provide competitive total compensation opportunities at acceptable cost, consistent with industry practice;

are legally compliant; and generally aim to attract, engage and keep key talent.

Establish, in advance, corporate goals and objectives relevant to the evaluation and compensation of the chief executive officer.

Design a process for and complete (for the Board of Directors’ approval) the performance evaluation of the chief executive officer for services performed for the corporation.

Establish the compensation of the chief executive officer for services performed for the corporation (subject to approval by the members of the Board of Directors who are independent as defined by NYSE American and any other applicable laws, rules and regulations) based on the benefits and compensation committee’s evaluation of his or her performance against the corporate goals and objectives established for this purpose, and its evaluation of market data to ensure that such compensation is reasonable and competitive.

Consider, in setting the long-range incentive element of the compensation package of the chief executive officer, the corporation’s performance and relative shareholder return, the value of similar awards to chief executive officers of comparable companies, and prior awards to the chief executive officer of the corporation.

Review and recommend to the Board of Directors, taking into account recommendations made to the benefits and compensation committee by the chief executive officer, all elections of officers (other than the chief executive officer) compensation actions (including, but not limited to, actions under the incentive and equity compensation programs of the corporation), and annual performance ratings for officers other than the chief executive officer.

Assist the Board of Directors in developing a management succession plan by periodically reviewing the plans of management and the performance of members of management who are identified as potential successors to the senior management of the corporation.

Review and approve, based on available market data in order to provide competitive and reasonable levels of overall compensation, for services provided to the corporation by its officers:

annual compensation opportunities (salary ranges, short term and long term incentive targets);

annual base salaries;

awards under the corporation’s annual incentive plan(s);

grants under the corporation’s long term incentive plan(s); and

coverage under individual employment, severance or change-in-control contracts with the corporation.

With respect to the foregoing, the benefits and compensation committee’s responsibilities shall apply equally in determining the terms of any employment agreement between the corporation and the chief executive officer, or any other officer of the corporation. 

D. Board of Director Responsibilities.

Relative to the Board of Directors, the benefits and compensation committee’s role will be as follows:

Annually review and recommend, as appropriate, changes to the compensation and human resource programs for the Board of Directors to ensure competitiveness and consistency with strategies of the corporation.

Periodically review existing stock ownership guidelines for members of the Board of Directors, or the desirability of such guidelines, and, to the extent determined appropriate, recommend adoption or amendment of such guidelines, which may include required holding periods for stock acquired as a result of service of such members on the Board of Directors.

E. Other Responsibilities.

Review, and if necessary, update the charter of the benefits and compensation committee, and submit the updated charter to the Board of Directors for approval.

Conduct an annual performance evaluation of the benefits and compensation committee, by reviewing the compliance of the benefits and compensation committee with this charter and recommending any proposed changes to the Board of Directors. 

III. Benefits and Compensation Committee Authority:

The benefits and compensation committee will have the power to conduct or authorize investigations or reviews into any matters within its scope of responsibilities.

The benefits and compensation committee will have the authority to retain or terminate advisors and consultants, as the benefits and compensation committee deems necessary or appropriate, to assist in the evaluation of the compensation of the Board of Directors, the chief executive officer, or any other officer, and to approve the fees and other terms of such services.

IV. Benefits and Compensation Committee Report:

Report to the Board of Directors.  The benefits and compensation committee shall report its actions and recommendations to the Board of Directors following each committee meeting and shall maintain minutes of its meetings. The report may take the form of an oral report by the chairman of the benefits and compensation committee or any other member of the benefits and compensation committee designated by the benefits and compensation committee to make such a report.

Annual Report.  The benefits and compensation committee shall also provide an annual report on executive compensation for inclusion in the corporation’s annual proxy statement, in accordance with the applicable rules and regulations.

This charter is intended to comply with the requirements of the NYSE American and, in the event of a question concerning its terms, it shall be interpreted in a manner consistent with those requirements.