April 14, 2021

MARATHON BANCORP, INC. MARATHON BANK JOINT COMPENSATION COMMITTEE CHARTER

I.         Joint Charter

The Boards of Directors of Marathon Bancorp, Inc. and Marathon Bank have established a Joint Compensation Committee (the “Compensation Committee” or the “Committee”) and have adopted this Joint Compensation Committee Charter to govern the Committee’s operation.  Where applicable, references herein to the “Company” include Marathon Bancorp, Inc. and Marathon Bank, and references to the “Board” shall include the Boards of Directors of Marathon Bancorp, Inc. and Marathon Bank.    

II.        Purpose

The Compensation Committee is appointed by the Board to assist the Board in fulfilling its responsibilities relating to the compensation and benefits provided to the Company’s executive management (for the purposes of this Charter, “executive management” means each individual qualifying as an “officer” of the Company as defined by Rule 16a-1(f) of the SEC Regulations) and Board of Directors.  The Committee is authorized to review, evaluate and recommend various benefit plans and overall compensation for the Company and its wholly owned subsidiaries.

III.      Committee Membership

The Committee shall be composed of a minimum of three directors, each of whom shall satisfy the applicable SEC regulations and Nasdaq listing rules for independence.  If deemed necessary or appropriate, the Committee may appoint a subcommittee consisting of those members who qualify as a “non-employee director” under Rule 16b-3 of the SEC Regulations, which subcommittee shall be authorized to take all actions permitted to the Committee under this Charter. The Board of Directors shall appoint a new member or members in the event that there is a vacancy on the Committee that reduces the number of members below three, or in the event that the Board of Directors determines that the number of members on the Committee should be increased.

The members of the Committee shall be appointed by the Board and shall serve until removed by the Board or their successors are duly appointed and qualified. Unless a Chair is appointed by the full Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.

The entire Committee or any individual Committee member may be removed without cause by the affirmative vote of a majority of the Board of Directors.  Any Committee member may resign effective upon giving written notice to the Chairperson of the Board, the Corporate Secretary or the Board of Directors.  The Board shall appoint a successor to take office when a resignation becomes effective.

IV.       Meetings

The Committee shall meet at least annually, and may hold additional meetings as needed or appropriate.  The Committee may ask members of management or others, including legal counsel, to attend meetings or to provide relevant information.  A majority of the entire Committee membership shall constitute a quorum, and all actions taken by the Committee shall require the affirmative vote of a majority of the membership of the Committee.

V.        Authority and Responsibilities

The specific authority and responsibilities of the Committee shall include, but are not limited to, the following:

  1. Establish, review, and modify from time to time as appropriate the overall compensation philosophy of the Company.

Prior to the selection of, or receiving advice from, a compensation consultant, legal counsel or other adviser, the Committee should consider the following factors, as well as any other factors identified by the stock exchange on which the Company’s shares are listed:

(i)        The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser; 

(ii)       The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; 

(iii)      The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; 

(iv)      Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee; 

(v)       Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

(vi)      Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company. 

On an annual basis, the Committee may send a written request asking its compensation consultants, legal counsel and other advisers to confirm in writing their independence under each of these six factors.

Adopted April 12, 2021