2150 River Plaza Drive, Suite 460
Sacramento, CA 95833

Compensation & Governance Committee Meeting

March 23, 2018

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 September 18, 2017 Compensation & Governance Committee meeting.

Download the September 18, 2017 Minutes (PDF, 136 KB)

Action item

4. Executive Director performance evaluation results

The committee will review the Executive Director performance evaluation for 2017.

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, 2018.

Download the Proposed Draft of the Executive Director Employment Agreement Amendment (PDF, 104 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 ____% 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, 1.3 MB)

Download the “just and reasonable” worksheet CFO (PDF, 572 KB)


7. Adjournment

Official adjournment of the meeting.