da21f23e_sting_Standards___100_F_Street__NYSE
[0] Smaller Reporting Companies [Nasdaq] Smaller reporting companies are required to have, and certify that they will continue to have, a compensation committee composed of at least two independent directors and to adopt, and certify that they have adopted, a formal written charter (or board resolution in place of a charter) specifying: (1) the scope of the committee’s responsibilities and how it carries those responsibilities out, including structure, processes and membership requirements; (2) the committee’s responsibility for determining or recommending executive compensation; and (3) that the chief executive officer may not be present during voting or deliberation on his compensation. Smaller reporting companies are exempt from the remaining compensation committee requirements, including the requirements related to specific compensation committee responsibilities and authority. Smaller reporting companies may avail themselves of the exception for non-independent directors under exceptional and limited circumstances and the cure period. [NYSE] 
Smaller reporting companies are required to have a compensation committee composed entirely of independent directors.However, smaller reporting companies are exempt from compliance with the additional independence requirements specific to compensation committee membership, as well as from the requirements that the compensation committee to conduct an independence assessment prior to selecting a compensation adviser.
The New Nasdaq and NYSE Compensation Committee Listing Standards - 100 F Street
NYSE