Page 38 - 2025 April Report

Governance & Nominating Committee minutes (draft) (3)
Minutes of the March 17, 2025
Governance & Nominating Committee meeting Page 4 of 4
ATTACHMENT “A”
THEODORE R. AND VIVIAN M. JOHNSON SCHOLARSHIP FOUNDATION, INC.
COMPENSATION COMMITTEE CHARGE
The purpose of the Compensation Committee is to assist the Board in the discharge of its oversight responsibilities for the compensation of Staff, Officers and Directors. In this document, the word “compensation” is understood to include employee benefits.
The Committee’s responsibilities include the following:
1. With the support of the CFO, annually review industry data regarding compensation levels for Staff, Officers and Directors.
2. Annually meet with the CEO to obtain recommendations on compensation adjustments for Officers and Directors.
3. The CEO sets staff salaries and sets staff and consultant compensation increases/decreases within Board-approved salary ranges and within the Board-approved budget.
4. Staff and Consultant COLA increases are recommended by the CEO and approved by the Compensation Committee. Merit increases recommendations originate with the Board and are then sent to the Compensation Committee to opine on appropriateness before being given final approval by the Board.
5. Because the current CFO is the father of the CEO, the Committee sets any compensation increases or decreases for the CFO to avoid the CEO having to do that.
6. Annually report to the Board regarding compensation adjustments, if any, for the Foundation’s Directors, Officers and Staff.
7. Keep minutes of its meetings and circulate these to the Board.
8. Such other duties as the Board may specify, from time to time.
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