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 Compensation & Governance Committee meeting of November 15, 2023.

Download the November 15, 2023 Compensation & Governance Committee meeting minutes (PDF, 136 KB)

4. Summary Plan Description: Dental and vision reimbursement changes

Upon approval of the Summary Plan Description at the December 6, 2023 Board of Directors meeting (Resolution No. RS 23.12.02), the Board and Compensation and Governance Committee recommended to increase the limits of the dental and vision reimbursement for Conservancy employees (Resolution No. RS 23.12.08).

In addition, minor changes were made to the Summary Plan Description for clarification of plan benefits. The committee will determine the appropriate amount for dental and vision reimbursement to Conservancy employees. The revised Summary Plan Description is presented to the Compensation & Governance Committee for review and approval with changes and adjustments as suggested by legal counsel.

To view the final document, please visit the April 3, 2024 Board meeting agenda.

5. “Just and reasonable” determinations 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 will determine if this standard has been met and will report to the Board. This item requests the Committee make a declaration that the “just and reasonable” test has been met for the Executive Director and Chief Financial Officer.

Download the Conservancy’s “Just and Reasonable” for CFO (PDF, 99 KB)

6. 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.

7. Adjournment

Official adjournment of the meeting.