Compensation & Governance Committee Meeting
March 30, 2022

4:30 p.m.

(Meeting will be held via Zoom. Select to attend the March 30, 2022 meeting via Zoom.)


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.


Action item

3. Approval of the minutes

The Committee Chair will request approval of the minutes of the Committee meeting of November 29, 2021.

Download the November 29, 2021 Compensation & Governance Committee Meeting Minutes (PDF, 130 KB)


Action item

4. Proposed changes to Employee Handbook

The Conservancy’s Employee Handbook (Handbook) is presented for Committee review. The Board changed the Handbook in 2021 for various COVID updates. This item requests changes to the Vacation Policy section. The current vacation policy only allows an employee to accrue up to 170 hours of vacation time. At such time the employee will stop earning vacation time until vacation time is used and is under 170 hours. This item requests a tiered system where an employee with up to five years of service is allowed to accrue 170 hours, with six to 15 years of service is allowed to accrue 225 hours, and with 16+ years of service is allowed to accrue 300 hours. With the tight labor market, finding and retaining employees is a challenge. Management  recommends this vacation policy change.

This item requests the Committee recommend Board approval of the the tiered vacation policy where an employee with up to five years of service is allowed to accrue 170 hours, with six to 15 years of service is allowed to accrue 225 hours, and with 16+ years of service is allowed to accrue 300 hours.

Download the proposed changes to the Conservancy’s Employee Handbook (PDF, 95 KB)


Executive Session

5. 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.


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 for the Executive Director and Chief Financial Officer.

Download the “Just and Reasonable” for the Executive Director (PDF, 570 KB)

Download the “Just and Reasonable” for the Chief Financial Officer (PDF, 166 KB)


7. Adjournment

Official adjournment of the meeting.