Sustainable Agriculture Institute

Compensation Committee

Purpose

The Compensation Committee is a Special Committee of the Board. The Committee has oversight of executive compensation, works with the CEO to develop annual strategic goals for the CEO, reviews and evaluates the achievement of these goals, and sets the compensation of the CEO.

The Compensation Committee has general oversight of the CEO and Executive Team to ensure the alignment of organizational goals and compensation of the CEO and Executive Team.

Structure

The Compensation Committee is composed of the Chair, Vice Chair-Chair Elect, the Immediate Past Chair and two additional members of the board. Each of the two additional members are appointed by the Vice Chair-Chair Elect (who shall preside as Board Chair during the year for which the appointments are made), and serve a two-year term on a staggered basis.

The terms of all appointed additional members on the Compensation Committee will commence when the Vice Chair-Chair Elect becomes Chair. The two additional members will preferably have experience with board compensation committee issues.

Compensation committee meetings are held as needed and called by the Chair. The Compensation Committee meets in person at least once per year, immediately preceding or following a Board meeting.

Operating Guidelines

1. The Committee takes a strategic perspective in its oversight of executive compensation and performance reviews.

2. The CEO Goals should be strategically driven and focused on outcomes that the CEO can influence. The Executive Team will contribute to attainment of some CEO goals. The CEO will develop Executive Team Goals focused on outcomes at the Executive and Senior Vice Presidential level. The CEO and Executive Team Goals will be subject to the review and approval of the Compensation Committee.

3. The CEO goals are developed collaboratively with the CEO and focused on a limited number of strategic goals for the upcoming year.

4. Periodically, the Committee will engage an outside consultant to provide more thorough bench-marking on compensation for the CEO and Executive Team. The consultant will be responsible to and work most closely with the Committee. The Committee will solicit bench-marking input to develop compensation guidelines for the CEO when creating a Letter of Agreement Concerning Employment with the SAI for the CEO.

5. In evaluating performance and setting compensation for the CEO, the Committee solicits and reviews inputs from a variety of stakeholders.

6. The Committee may provide general guidance to the CEO on strategic human resource management issues.

7. The Committee will follow the compensation guidelines in the Letter of Agreement Concerning Employment with SAI in effect for the CEO at the time that annual compensation decisions are made.