COMPENSATION COMMITTEE CHARTER
ADOPTED SEPTEMBER 16, 2003
Last Updated May 7, 2013
The Compensation Committee will establish the executive compensation philosophy and strategy. They are responsible for overseeing the administration of the annual and long-term compensation programs for the Chief Executive Officer (CEO), executive officers and Board of Directors of Enventis.
The Committee shall consist of no fewer than three members, the exact number to be determined by the Board. The members shall meet the mandated independence requirements and such other standards as required through appropriate regulating entities or which may be developed by the Governance Committee. Committee members may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company outside of (i) fees received for Board or Committee service; (ii) receipt of fixed amounts of compensation under a retirement plan for prior company service.
The members of the Committee shall be appointed by the Board from among its members based on the recommendations of the Governance Committee and shall serve until such member's successor is duly appointed and qualified or until such member's resignation or removal by the Board.
Committee Authority and Responsibility
- Oversee the Company's executive compensation philosophy and strategy.
- Approve and administer the Company's cash and equity based annual and long-term incentive plans for the CEO and senior executives. When final approval is reserved by the Board through plan provisions or applicable rules and regulations, the Committee will make recommendations to the Board on those matters.
- Periodically review the operation of the Company's overall compensation program for the CEO and key employees and evaluate its effectiveness in promoting shareholder value and supporting company objectives.
- At least annually (i) review and approve the corporate goals and objectives relevant to the compensation of the Company's CEO; (ii) evaluate the CEO's performance in light of these goals and objectives, gathering input from the Board; (iii) set the CEO's compensation level based on this evaluation, the Company's performance and competitiveness of the CEO's compensation; (iv) provide the CEO with performance feedback including an annual evaluation.
- At least annually review and approve the compensation for the CEO and officers of the Company, including (i) the annual base salary; (ii) the annual incentive opportunity; (iii) the long-term incentive opportunity; (iv) any special or supplemental benefits. All annual compensation treatment for the CEO and other officers is recommended by the Committee and approved by the Board, with the exception of the base salary treatment for officers which is reviewed and approved by the Committee. The CEO is not present during any voting or deliberations on his/her compensation.
- Approve any employment agreements, severance or retirement arrangements and/or change-in-control agreements or provisions covering any current or former officers of the Company.
- Oversee the Board of Director Compensation. Annually review the compensation program.
- Ensure compliance with all required guidelines for the SEC or other regulatory agencies. Oversee the preparation of the Company's annual Compensation Discussion & Analysis (CD&A) portion of the proxy outlining the policies and decisions regarding the compensation of its CEO and top executive officers. Provide recommendation to the Board for the inclusion of the CD&A in the Company's annual proxy statement.
- The Committee has the sole discretion to retain or obtain the advice of a compensation consultant, legal counsel, or other advisor. They are directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other advisor retained. The Company provides appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other advisor retained by the Committee.
- Except for matters excepted from Item 407(e)(3) of Regulation S-K, the Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the Compensation Committee, other than in-house legal counsel, only after taking into consideration the following factors: (i) the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other advisor; (ii) the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other advisor, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other advisor; (iii) the policies and procedures of the person that employs the compensation consultant, legal counsel or other advisor that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the compensation consultant, legal counsel or other advisor with a member of the Compensation Committee; (v) any stock of the Company owned by the compensation consultant, legal counsel or other advisor; (vi) any business or personal relationship of the compensation consultant, legal counsel, other advisor or the person employing the advisor with an executive officer of the Company. There is no requirement for a compensation consultant, legal counsel or other compensation advisor to be independent, only that the Compensation Committee consider the enumerated independence factors before selecting, or receiving advice from, a compensation advisor.
- Regularly report to the Board on the Committee's activities, and assume other duties and responsibilities as the Board from time to time may delegate.
- The Committee shall review its own performance and reassess the adequacy of this Charter at least annually.
The Compensation Committee shall meet a minimum of three times a year. The Chair of the Committee may schedule additional meetings as appropriate.
|R. Wynn Kearney, Jr. |