Executive Compensation Committee
- Purpose: The purpose of the Executive Compensation Committee is to carry out the Board’s responsibilities for designing and managing executive compensation. In discharging its duties, the Committee shall effectively and appropriately design and administer reasonable cash and non-cash compensation and benefit packages for the Institute’s key executives and take the steps or actions necessary to establish a presumption of reasonableness, as described in Internal Revenue Code Section 4958, as amended.
- Review of charter. This charter shall be reviewed and reassessed by the Executive Compensation Committee at least annually, and any proposed changes shall be submitted to the Board of Trustees for approval.
- Membership/structure/quorum. The Committee shall consist of five or more members appointed by and serving at the pleasure of the Chair of the Board, who are not conflicted with the definition of a disinterested director, as contemplated under Section 4958 and its regulations. The Chair of the Executive Compensation Committee shall be appointed by the Chair of the Board. A quorum of any meeting of the Executive Compensation Committee shall consist of a majority of its members.
- Staff designee. The President and other officers of the Institute shall not be members of the Committee but may be present at Committee meetings to provide information as requested by the Chair of the Committee. They shall not be present when the Committee debates and approves its recommendations.
- Meetings. Meetings shall be held in conjunction with regularly scheduled meetings of the Board, or as deemed necessary by the Chair of the Committee.
- Agenda, minutes and reports. The Chair of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with relevant materials, shall be sent to the Committee members in advance of each meeting. Minutes for all meetings shall be prepared in draft form by the Chair, and shall be approved by the Committee members at the following meeting. The minutes shall be included in the permanent records of the Committee and the Institute, as the case may be, in accordance with Section 4958 and its regulations. The Committee shall make regular reports to the Board of Trustees.
Authority and responsibilities:
The Committee’s primary responsibilities are as follows:
The Committee shall review and approve cash and non-cash compensation and benefit packages that are applicable to the Institute’s “disqualified individuals” (as such term is defined in Section 4958) and to those individuals with employment agreements with the Institute, as well as any other individual the Committee identifies by name or position for review.
At its discretion, the Committee may seek the services of an independent compensation consultant (“Consultant”), hired by the Committee to provide independent, objective and neutral advice regarding the cash and non-cash elements of the compensation packages for the President, “disqualified individuals” and others the Committee identifies for review. The Committee shall control all aspects of the Committee-Consultant relationship including final authority to hire and fire the Consultant, defining the consulting project objectives and scope, and oversight and monitoring of the Consultant’s work for the Committee. The Committee is responsible for reviewing and making final decisions on all recommendations provided by the Consultant. The Consultant shall promptly inform the Chair of the Committee when asked to perform any other services for management of the Institute. The Consultant will provide an annual statement to the Committee summarizing all services that were outside of those requested by the Committee.
Adopt a Compensation Philosophy
The Committee shall recommend, and annually re-examine, the Institute’s Executive Total Compensation Philosophy to ascertain that it (a) supports the Institute’s overall mission, (b) attracts and retains key executives, (c) links total compensation with the Institute’s objectives and organizational purpose, and (d) provides reasonable and competitive total compensation opportunities in a reasonable manner.
Act on Behalf of the Board
The Committee shall act on behalf of the Board in administering compensation plans and establishing the presumption of reasonableness for the compensation and benefits paid to the President and any other individuals who are “disqualified individuals” under Section 4958 of the Internal Revenue Code.
Maintain Adequate Documentation
The Committee shall document the basis for its determination of reasonable compensation based on the requirements in Section 4958. The Committee shall also document the decisions it reaches in administering a written plan of compensation or benefit opportunity with respect to any individual who is under the review of the Committee. Further, the Committee will be responsible for reviewing and approving the disclosures on IRS Form 990 (or any other regulatory filing) regarding compensation before they are filed.
Administer the Executive Incentive Plan(s)
The Committee shall be responsible for the design, implementation and administration of an annual executive incentive plan. The Committee will be responsible for setting reasonable individual and annual performance goals and reporting to the Board of Trustees its final decisions on annual incentive compensation awards to the participants in accordance with the achievement of performance goals and the mission of the Institute. In the event a long-term incentive plan is adopted, the Committee will have the same responsibilities for the long-term plan as it has for the annual plan.
Administer Executive Benefits & Perquisites
The Committee shall approve the implementation and use of any executive benefit or executive perquisite in keeping with the Institute’s overall compensation philosophy and Section 4958.
Conduct an annual self-evaluation of the performance of the Committee, and the effectiveness and compliance with this charter.
Approved by the Executive Compensation Committee May 18, 2007
Approved by the Board of Trustees May 18, 2007