Page 42 - 2025 April Report

Board of Directors’ meeting minutes (draft) (4)
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B. Compensation Committee
King reported that the Committee had reviewed the proposed Compensation Committee charge and made recommendations that are reflected in the charge presented to the Board. As is the usual practice in March, the Committee reviewed the updated medical insurance spreadsheet. The numbers were in line with what was approved by the Committee in December. Sharon’s health insurance expenses are now being covered within her compensation rather than a direct reimbursement as was suggested by Templeton & Company as best practice.
The Committee discussed the Foundation paying for medical insurance for dependents. Research showed that foundations of comparable size are paying 80% to 100%. The Committee recommends paying for medical insurance for employee dependents at a minimum of 75%. Details are not known at this time since we know neither how many dependents there might be nor what the health insurance premiums would be. Tommy noted that by the terms of our insurance, such coverage could only be added January 1st, so this matter does not need to be settled until late 2025. Tommy was asked to report in 2025 on potential costs at various levels.
C. Executive & Finance Committee
Malcolm reported that the Committee had reviewed the proposed budget at its January meeting. The Committee recommends the approval of the budget. Otherwise, there had been little Committee activity, which continues to be a good thing.
D. Governance & Nominating Committee
1) Re-election of Bea Awoniyi to the Board
Bea was excused from the meeting.
Bill reported that Bea had completed the self-evaluation questionnaire form prior to the meeting, and it had been reviewed by the Committee. The Committee interviewed Bea who confirmed her desire to continue to serve on the Board. The Committee considers her input to be invaluable. The Committee recommended re-election of Bea to the Board for another three-year term.
The Board approved the re-election of Bea Awoniyi to the Board for another three- year term.
Bea returned to the meeting and was advised of the decision.
2) Compensation Committee charge
The Committee, as a part of the succession planning process, had reviewed the Compensation Committee charge and noted that it should be updated. The redlined version of the proposed updated charge had been circulated and is attached as Attachment “E”.
The Board agreed that Point 5 (6 in the redlined version) – “Annually report to the Board regarding compensation adjustments, if any, for the Foundation’s Directors, Officers and Staff.” should be removed entirely.
The Board approved the Compensation Committee charge with the removal of the requirement of an annual report to the Board provision.
3) Report on Committee actions
Bill reported that, in expectation of either one or two Directors retiring from the Board in 2025, the Committee will be meeting before the September meetings to consider potential candidates. Any suggestions should be sent to Bill using the form provided in Diligent Boards.