Page 37 - 2025 April Report

Governance & Nominating Committee minutes (draft) (2)
The committee agreed with these thoughts and intends to share them with the Compensation Committee and the Board.
5. CompensationCommitteeCharge
A redlined version of the Compensation Committee Charge which this Committee had proposed had been circulated and is attached as Attachment “A”. The edits were intended to provide clarity regarding responsibilities. Item 3 is there to specify that the CEO sets staff and consultant salaries. Mike, who is on the Compensation Committee, said that at their meeting they had questioned Item 3 being included at all since it does not express a charge to the Compensation Committee. Discussion was about the need to be clear about the delegation of this authority. Agreeing that the responsibility should be the CEO’s, it was noted that the CEO’s job description needs to include this.
It was agreed that Item 3 of the Compensation Committee Charge be moved to be a footnote and presented to the Board that way.
6. CompensationofCEOPolicy
Bobby was excused from the meeting for this discussion.
This policy is to be presented as a Board Policy and is therefore a governance matter. There was discussion regarding the compensation data to be used, but agreement that a policy should be documented to give guidance on setting compensation for a CEO with four or more years of experience.
Bobby returned to the meeting.
7. Approach to Board Recruitment
Bill pointed out that Malcolm will be retiring September 2026 and Sherry has not expressed her plans for the timing of her leaving the Board. With that in mind, it might be good to plan to invite at least one person to the dinner in Palm Beach in December of this year.
The Bylaws do require a Florida resident on the Board.
Bill said that he will be completing the nominations form for Khari Garvin who has experience with a foundation in North Carolina and the Director of the Office of Head Start.
Bobby will complete the form for Dr. Jerry Haag, the retiring President of One More Child who has a financial consulting background.
The Committee will plan to meet virtually in early June with hopes of identifying at least two strong candidates for serious consideration. Bill will poll the Committee for an available date.
8. OtherBusiness
There was no other business to come before the Committee.
9. Nextmeetings
a. Virtual meeting in June 2025
b. September 8, 2025 in person in Anchorage, Alaska
Respectfully submitted this 15th day of April, 2025
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Sharon Wood Bill Corwin Office Manager Committee Chair
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