2150 River Plaza Drive, Suite 460
Sacramento, CA 95833

Compensation & Governance Committee Meeting

 April 20, 2017

4:00 p.m.
(Meeting in offices of TNBC)

Call to order

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.

Public comment

2. Public Comments

Opportunity for members of the public to address the Compensation & Governance Committee.

Action item

3. Approval of the minutes

The Committee Chair will request approval of the minutes of the April 5, 2017 Compensation & Governance Committee meeting.

Download the April 5, 2017 Minutes (PDF, 88 KB)

Action item

4. Executive Director performance evaluation results

The committee will review the Executive Director performance evaluation for 2016.

Download the Executive Director Performance Evaluation Self-assessment and related (PDF, 334 KB)

Action item

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.

Download the Proposed Draft of the Executive Director Employment Agreement Amendment (PDF, 55 KB)

Download the EPS Consumer Price Table (PDF, 89 KB)

Action item

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.

Download the “just and reasonable” worksheet CEO ( PDF, 90 KB)

Download the “just and reasonable” worksheet CFO (PDF, 72 KB)

Action item

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.

Action item

8. Bylaws clarification

Does recusal by a Board member lower the quorum to conduct business? The committee will discuss this issue.

Action item

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.

Download the Bylaws (PDF 238, KB)

Executive Session

10. Executive Session

Executive Session is scheduled to evaluate Executive Director’s performance for 2016.


11. Adjournment

Official adjournment of the meeting.