Bruce T. Herring, Chair	Marion M. Gee
Michael T. Rollings	Sarah E. Smith

Purpose

The Board of Trustees (Board) of the Financial Accounting Foundation (Foundation) has established the Compensation Committee (Committee) to assist the Board in fulfilling its responsibility to recommend compensation for its Trustees and senior executives (which include, but may not be limited to, the Foundation’s Chair, the Foundation’s Executive Director, members of the Financial Accounting Standards Board (FASB), members of the Governmental Accounting Standards Board (GASB), and the FASB and GASB advisory council chairs, if applicable), and recommend appropriate policies for salaries and benefits for all Foundation employees and monitor their implementation. The Committee assists the Board by overseeing the process for periodic evaluations of certain senior executives, as further detailed below. The Committee also assists the Board in its oversight of the development, implementation and effectiveness of the organization’s policies and strategies relating to its human capital management generally, including diversity, equity and inclusion.

Membership and Structure

The Committee shall be a standing committee of the Board and all Committee members shall be Trustees. The Committee shall consist of three or more members. The Chair and the other members of the Committee shall be appointed by the Board and shall serve until their successors shall be duly appointed and qualified or until their earlier resignation or removal.

The Committee may invite, consistent with the maintenance of the confidentiality of compensation discussions, such members of management or outside consultants to its meetings as it deems appropriate. The Foundation’s Chair, Foundation Executive Director, FASB members, GASB members, and FASB and GASB advisory council and Private Company Council (PCC) chairs (if applicable) may not be present during any discussions and deliberations of the Committee regarding their respective compensation.

Principal Responsibilities

The Committee is charged with the following responsibilities:

Evaluations

• Reviewing, approving, and overseeing the annual performance evaluation process for the Foundation Executive Director and the FASB/GASB Chairs and members.
• Conducting the annual performance evaluation of the Foundation Executive Director and the FASB/GASB Chairs.
• Reviewing the results of the annual performance evaluation of the FASB/GASB members. Providing feedback and monitoring ongoing performance.
• Reviewing, approving, and overseeing the annual performance evaluation process for the Chairs of the FASAC, the GASAC, and the PCC.
• Conducting and reviewing the periodic performance evaluation of Chairs of the FASAC, the GASAC, and the PCC. Providing feedback and monitoring ongoing performance.
• Monitoring the effectiveness of Foundation Executive Director in discharging his/her responsibilities.

Compensation and Benefits

• In consultation with senior management, establishing the Foundation’s general compensation philosophy, and overseeing the development and implementation of compensation programs and benefit plans (including fringe benefit plans).
• Determining whether the Foundation’s compensation and benefit plans are consistent with the market and sufficient to attract and retain talent, and making appropriate recommendations to the Board regarding the need for changes in the Foundation's overall compensation structure and benefits programs.
• Reviewing the reasonableness of compensation of Trustees, officers and senior executives in light of the Corporation’s status as a tax-exempt organization, with the assistance of an independent compensation consultant as deemed appropriate by the Committee.
• Making recommendations to the Board, based on relevant data and studies, for the compensation of the Foundation Chair and the members of the Board.
• Making recommendations to the Board, based on relevant data and studies, for the compensation and benefits of the Foundation Executive Director, FASB members, GASB members, and advisory council and PCC chairs (if applicable).
• Making recommendations to the Board on bonus payments to the Foundation Executive Director, consistent with the Foundation’s incentive compensation guidelines and approved budget.
• Reviewing bonus payments for eligible Foundation senior management employees (other than the Foundation Executive Director) and the eligible FASB and GASB senior management to determine whether such payments are consistent with the Foundation’s incentive compensation guidelines and approved budget.
• Adopting, periodically reviewing, and revising (subject to approval of the Board) plan documents for the Foundation’s qualified and non-qualified employee retirement plans, including, without limitation, the Employees’ Pension Plan, the Employees’ Tax Sheltered Annuity (TSA) Plan, the 457(b) Deferred Compensation Plan, and the Postretirement Health Coverage Plan, and the Foundation’s medical, dental, vision, long-term disability and life insurance plans (collectively, Foundation Benefit Plans).
• Overseeing the administration of the Foundation Benefit Plans for compliance with applicable law and making material decisions as to the disposition of benefit claims and/or petitions thereunder.
• Reviewing and approving any severance or similar termination payments proposed to be made to any senior executive.
• Overseeing and directing the Employee Benefits Administrative Committee (EBAC); periodically reviewing the charter for the EBAC.

Human Capital Management

• Discuss, as it deems appropriate, reports from management regarding the development, implementation and effectiveness of the organization’s policies and strategies relating to human capital management generally (except for those matters within the purview of the Appointments Committee), including diversity, equity and inclusion.

Succession Planning

• Monitoring the succession planning process (as established by senior management in consultation with the Committee) for the FASB Technical Director, the GASB Director Research & Technical Activities and direct reports to the FAF Executive Director.
• Annually reviewing the emergency succession plan for certain executive officers.

Other Responsibilities and Operating Practices

• Maintaining authority to retain, oversee and direct 1) independent counsel and 2) other professionals (including compensation consultants) as appropriate to assist in the performance of its duties, including assisting in the conduct of or authorization of any investigation that is consistent with the Committee’s scope of responsibilities.
• Performing such other functions as assigned by law, the Foundation’s certificate of incorporation or By-laws, or the Board.
• Determining the anticipated funding and resource needs of the Committee and notifying the Foundation of such requirements.
• Regularly reporting the Committee’s findings and recommendations to the Board.
• Performing periodic self-assessments of the Committee’s roles, functions and performance that will include a review of the Committee Charter and a recommendation to the Board of any necessary or appropriate amendments.

Amendments

This charter may be amended only by the affirmative vote of the Board.

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As amended by the FAF Board of Trustees on August 21, 2018, and further amended as of May 13, 2020, May 19, 2021 and May 18, 2022.