The Compensation Subcommittee of the Executive Committee is concerned with the President's contract and compensation to assure that the President's performance and compensation are appropriate to those of other comparable institutions of higher learning.

Committee Members, 2023-2025

• Gina F. Adams, Chair
• Charles H. Lydecker, Vice Chair
• Janice Menke Abraham
• Gaurdie Banister
• Jeffrey A. Sine

Resource Persons

Cabinet Member:

Vice President, General Counsel and Board Secretary

Vice President of Administration and Chief Administrative Officer

Campus Representatives:

None

Charter

Purpose

The Compensation Subcommittee is responsible on behalf of American University (University) for reviewing and making recommendations to the Board of Trustees regarding the terms of any contract with the President and the President's compensation to assure that the compensation paid is appropriate in relation to that paid by comparable institutions of higher learning for similar services, as well as other relevant considerations including performance. The subcommittee is also responsible for periodically evaluating the President's performance and for reviewing the President's recommendations regarding the compensation of the Provost and the University Vice Presidents and recommending these to the Board of Trustees.

Organization

The following are excerpts addressing organization of the Compensation Subcommittee from the American University Bylaws (Article VI: Executive Committee, as amended February 29, 2008):

Section 6. There shall at all times be a subcommittee of the Executive Committee designated as the Compensation Subcommittee, consisting of at least five (5) voting trustees, including the Board Chair, Board Vice Chair and other Executive Committee members appointed by the Board Chair. The Board Chair shall be the Subcommittee Chair and the Board Vice Chair shall be the Subcommittee Vice Chair. The President shall not be a member of the Subcommittee. The Compensation Subcommittee is concerned with University policies and issues related to the compensation of University executives.

Section 7. A majority of voting members of the Executive Committee or the Compensation Subcommittee constitutes a quorum at any meeting thereof. Committee or Subcommittee members may participate in Committee or Subcommittee meetings, respectively, by teleconference, which shall constitute presence in person at the meeting.

Roles and Responsibilities

The Compensation Subcommittee shall:

1. Recommend the President's compensation, including both salary and benefits, to the Board of Trustees each year. In doing so, the Compensation Subcommittee shall review the President's compensation in light of his/her performance, and review compensation information of other University presidents and leaders of comparably situated or otherwise comparable organizations.
2. Receive the President's recommendations regarding the compensation of the Vice Presidents and Provost, and advise the Board of Trustees on these recommendations. The President will convey to the Compensation Subcommittee, and the Compensation Subcommittee will consider, the information, including performance assessments and compensation data, which the President used to make his/her recommendations.
3. With the concurrence of the President, recommend the Secretary's compensation, if any, including both salary and benefits, to the Board of Trustees each year.

Policies and Procedures

1. Any University contract with the president, including the president's employment agreement, shall be in writing and shall contain all material financial terms.
2. A contract with the president shall be disclosed in full to the Board and must be approved by the Board prior to its execution on behalf of the University.
3. The terms of any contract with the president, and the compensation to be paid the president, shall be reviewed periodically by the Compensation Subcommittee, which may engage counsel and compensation specialists as the Subcommittee deems advisable to assure that the compensation paid is appropriate in relation to that paid by comparable institutions of higher learning for similar services, as well as other relevant considerations including performance.
4. To be effective, any report, recommendation, or finding of the Compensation Subcommittee, or any other committee, regarding the president's compensation, must be approved by the Board and recorded in the minutes of the Board meeting at which such vote occurred.
5. The Board will receive a periodic evaluation of the president's performance from the Compensation Subcommittee, which will consult with the various University constituencies in preparing its report.
6. The Board will receive a periodic evaluation of the Secretary's performance from the Compensation Subcommittee, which will consult with other members of the Board as well as the President.
7. On an annual basis, the compensation information reported by the University to the Internal Revenue Service will be shared with the University community.
8. The Vice President of Finance of the University shall serve as the contracting officer for each contract with the President. The Vice President of Finance shall sign each contract as approved by the Board and maintain the original copy for the University. The Vice President of Finance and the General Counsel shall be consulted by the Board before such a contract is executed, and thereafter the Vice President of Finance, in consultation with the General Counsel, shall oversee compliance with the contract.
9. The Compensation Subcommittee may invite the President, the Vice President of Finance, and/or the General Counsel to participate in its meetings.
10. The Compensation Subcommittee will keep minutes of its meetings that document the basis for each decision and recommendation.

Updated September 2023