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 committee.
3. Approval of the minutes
The Committee Chair will request approval of the minutes of the Committee meeting of March 23, 2018.
4. Executive Session
Executive Session is scheduled for performance review and evaluation of the Executive Director. Executive Session for the performance review is pursuant to Government Code Section 54957, Employee performance evaluation and report out to the Board of Directors.
5. 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 17th 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, 2019, provides for cost-of-living and merit increase in compensation.
This action also determines that the compensation for the Chief Financial Officer, Kimberli Burns, meets the “just and reasonable” test as well.
Official adjournment of the meeting.