D&E Communications, Inc.
Compensation Committee Charter
Adopted March 13, 2008
Purpose
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of D&E Communications, Inc. (the “Company”) shall discharge the Board’s responsibilities relating to the compensation of senior management employees of the Company and shall report such to the Board. The Committee will review the Company’s Compensation Discussion and Analysis and produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement. The Committee shall also involve itself in the preparation of the Company’s Compensation Discussion and Analysis. The Committee shall also regularly review the executive compensation packages for officers and other key executives of the Company with the objective of structuring packages that effectively attract and retain the executive resources necessary to successfully lead and manage the Company, align executive compensation with the Company’s annual and longer-term business strategy, and provide incentives to officers and other key executives to focus their attention on the fulfillment of those objectives. The Committee shall use compensation to tie executives’ financial interests to those of the Company’s shareholders.
The Committee shall oversee the compensation of the Company’s executive officers. The Committee shall regularly communicate with the full Board and, as appropriate, shall coordinate communication with shareholders and regulators.
Composition
The Committee shall consist of at least four directors, as determined annually by the Board on the recommendation of the Chairman of the Board. Committee members may be replaced by the Board at any time. The Board shall designate the Chairman of the Committee. All of the members of the Committee shall be independent directors who shall be free from any relationship that, in the opinion of the Board would interfere with the exercise of independent judgment and who meet any requirements imposed by NASDAQ listing standards. Executive officers of the Company, as well as independent auditors or consultants may be called upon to advise the Committee as it deems necessary. The Committee shall have the authority, at the expense of the Company, to retain and terminate such independent compensation consulting, legal, benchmarking, educational, technical, accounting and other experts, advisors and assistance as it shall deem appropriate. The Committee shall also have the authority to commission special independent surveys or assessments, as appropriate, at any time. The Committee shall have direct and independent access, at the expense of the Company, to qualified administrative support, human resources, and or executive total compensation staff with reliable expertise and integrity. The Committee shall have the authority to delegate matters to subcommittees as it deems appropriate.
Meetings
The Committee shall meet as often as it shall deem necessary and appropriate, but no less than two times per year.
Responsibilities and Duties
In performing its responsibilities and duties, the Committee shall:
- Establish a total compensation philosophy and policy, which fairly rewards executives for performance benefiting shareholders and provides remuneration which is competitively established.
- Ensure that the Company’s executive officers total compensation programs and practices are designed under full consideration of applicable tax, accounting, legal and regulatory requirements.
- Determine and recommend to the full Board for ratification the specific details of the total compensation and employment agreements for the Company’s executive officers. Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officers’ performance in light of those goals and objectives, and recommend to the full Board the compensation level of the Chief Executive Officer based on this evaluation.
- Approve total compensation packages for all corporate officers based upon the recommendation of the Chief Executive Officer.
- Make recommendations to the Board with respect to executive cash incentive plans and provide annual oversight of performance objectives and funding for such plans.
- Make recommendations to the Board with respect to all equity-based compensation programs and provide performance oversight.
- In coordination with the Audit Committee or other committees, review and recommend to the Board all regular filings relating to executive and other senior officer total compensation matters, including the Company’s Compensation Discussion and Analysis.
- Periodically review executive supplementary benefits and, as appropriate, the Company’s retirement, benefit and special compensation programs to determine market competitiveness and the effectiveness of such programs for the purpose intended.
- Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.
- Plan for succession of the Chief Executive Officer and monitor management’s succession planning for other key executives.