1. Call to Order of the Meeting of the Compensation & Governance Committee
The Committee Chair will call the meeting to order if a quorum is present. Announcements may be made at this time.
2. Public Comments
Opportunity for members of the public to address the Compensation & Governance Committee.
3. Approval of the minutes
The Committee Chair will request approval of the minutes of the April 5, 2017 Compensation & Governance Committee meeting.
4. Executive Director performance evaluation results
The committee will review the Executive Director performance evaluation for 2016.
5. Executive Director employment agreement recommendation to the Board
The Committee will review the Executive Directors’ employment agreement. As in past years, the employment agreement is proposed for a three-year term beginning at the anniversary date of the existing employment agreement, March 15, 2017.
6. Determination of “just and reasonable” for the Executive Director and Chief Financial Officer
The Board is required to determine that changes to a chief executive officer’s compensation, including the term of an employment agreement, are “just and reasonable.” See excerpt from California Government Code, Section 12586(g):
The board of directors of a charitable corporation or unincorporated association, or an authorized committee of the board, and the trustee or trustees of a charitable trust shall review and approve the compensation, including benefits, of the president or chief executive officer and the treasurer or chief financial officer to assure that it is just and reasonable. This review and approval shall occur initially upon the hiring of the officer, whenever the term of employment, if any, of the officer is renewed or extended, and whenever the officer’s compensation is modified. Separate review and approval shall not be required if a modification of compensation extends to substantially all employees.
The Conservancy’s Compensation and Governance Committee believes this standard has been met and will report to the Board. This item requests the Board make a declaration that the “just and reasonable” test has been met, and further to authorize the Board Chair or Secretary to execute and deliver the 14th Amendment to the Employment Agreement between the Executive Director and the Conservancy, which extends the term of the Agreement for three years beginning March 15, 2017, provides for cost-of-living and merit increase in compensation of 3.04% and _____% respectively.
This action also determines that the compensation for the Chief Financial Officer, Kimberli Burns, meets the “just and reasonable” test as well.
7. Messaging to appointing bodies
The Conservancy’s Bylaws state that Board members must not have a conflict of interest. The committee will discuss whether to communicate to appointing bodies matters of interest for purposes of appointments.
8. Bylaws clarification
Does recusal by a Board member lower the quorum to conduct business? The committee will discuss this issue.
9. Proposed Bylaws effective date
Proposed Bylaws continue to await Wildlife Agency approval due to Metro Air Park inclusion issue. The committee will discuss how long the Conservancy should wait for approval before further action is needed on the Bylaws.
10. Executive Session
Executive Session is scheduled to evaluate Executive Director’s performance for 2016.
Official adjournment of the meeting.