Page 41 - 2025 April Report

Board of Directors’ meeting minutes (draft) (3)
6. ChiefExecutiveOfficerCompensationPolicy
Malcolm asked all non-active Directors and staff, with the exception of Sharon who remained
to take notes, to be excused and leave the room.
The proposed Compensation of Chief Executive Officer Policy had been circulated and is attached hereto as Attachment “D”. The current CEO’s compensation was partially predicated on lack of experience. Malcolm suggested that practice remains a good one and should be considered for future CEO hires. The proposed policy would give guidance on setting compensation for a CEO with four or more years of experience while not inhibiting the Board’s discretion.
The Board approved the adoption of the Compensation of Chief Executive Officer Policy.
The non-active Directors and staff returned to the meeting.
7. Board Chair’s Report
Malcolm expressed that he had not found a specific course of study on foundation governance, as had been directed by the Board. Consequently, he and Bobby have been meeting with Maridel Moulton who has a good grasp of foundation governance. This project is complete. Both Malcolm and Bobby feel it has been very productive.
Malcolm opined that Bobby has learned and grown well in his role as CEO. Malcolm noted that Bobby is humble enough to learn. Bobby’s prior JSF Board experience was helpful in his successful transition into the CEO position.
8. CEO’sReport
Bobby announced that in May there will be a new graphic designer for the Foundation who
will handle the Annual Reports and the Monthly Reports.
Mabel Colón has joined the staff as Program Officer. She is learning quickly and already actively involved.
Bobby is communicating with Grant Philanthropic Advisors regarding developing a dashboard to more fully understand current Foundation grants. The planned focus of this grant portfolio study will be on structure and not yet on impact. He has asked for a concept paper and range of costs from them.
Bobby referenced Lowell Weiss’s report from the December meetings which had been circulated. He and staff are using this report to guide some of the actions being taken, like seeking the grant portfolio study.
Bobby highlighted his goals which had been circulated. He asked for consideration of the proposed CEO Succession Policy. There was no discussion.
The Board approved the CEO Succession Policy.
It was pointed out that the dinner cards had some of the educational designations for Directors, but not all of them. For consistency, all should be listed.
9. CommitteeReportsandBusiness A. Audit & Risk Committee
Hugh reported that the Committee continues to work well. The 2023 audit was approved and filed as well as the required taxes. Templeton & Company, at the November meeting, complemented the efficiency of the Foundation staff and pointed out that the Foundation is in compliance with audit requirements. Tommy has been working on a risk assessment project.
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