Page 49 - 2025 April Report

Board of Directors’ meeting minutes (draft) (11)
Object
ATTACHMENT “D” Compensation of Chief Executive Officer
To provide a benchmark for compensation of the Foundation’s Chief Executive Officer, which supports the Foundation’s objective of hiring and maintaining the services of an outstanding and long-term CEO.
Provisions
1. The Board’s reference for compensating its CEO is the 75th percentile of compensation of CEOs for peer foundations. Put another way, the Board intends to pay at the bottom of the first quartile of what foundations of similar size and nature pay their CEOs.
2. This policy applies only to a CEO who has been in the job for at least four years and has a superlative performance review. A new CEO or one with a lesser performance review should not expect compensation at this level.
3. When a CEO has completed four years on the job and achieved a superlative performance review, the Board may request a salary recommendation from the Compensation Committee, which will review industry data and make a recommendation in keeping with this policy.
4. Nothing in this policy shall fetter the absolute discretion of the Board to set whatever salary for its CEO that it deems appropriate at any time.
Draft as of 2/26/2025
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