Black Veterans for Social Justice, Inc. Executive Compensation Policy – Issued January 15, 2025
I. PURPOSE
a. The Executives of Black Veterans for Social Justice, Inc. (“BVSJ” or the “Agency”) are the principal representatives of BVSJ, and are responsible for the Organization's efficient operation.
b. Therefore, BVSJ desires to provide fair, yet reasonable compensation for the:
i. Chief Executive Officer (“CEO”),
ii. Chief Operating Officer (“COO”),
iii. Chief Fiscal Officer (“CFO”),
iv. Chief Compliance Officer (“CCO”), and
v. Chief Administrative Officer (“CAO”),
vi. (collectively, the “Executives").
II. SCOPE
a. Compensation refers to all benefits arrangements, including salary, health benefits, deferred compensation, vehicle, leave time, etc.
b. This Policy applies to compensation for all Agency Executives.
III. ANNUAL PROCESS
a. BVSJ shall, through its Board of Directors (“Board”), annually evaluate the Executives on their performance, and ask the Executives for input on matters of performance.
b. The Executives, and others, as the Board determines may be appropriate, shall report on the Executives’ overall performance.
c. The Board will consider and approve the Executives’ compensation and set goals and objectives for the upcoming year.
d. The Board will establish specific annual milestone dates for the process, including the start, completion, and effective dates.
IV. BOARD APPROVAL
a. The Board will obtain research and information to set reasonable compensation for the Executives based on a review of comparable industry data.
i. For example, as part of its due diligence, the Board will secure data that documents compensation levels and benefits for similarly qualified individuals in comparable positions at similar organizations.
1. This data may include the following:
a. salary and benefit compensation studies by independent sources;
b. written job offers for positions at similar organizations;
c. documented communications about similar positions at both non-profit and for-profit organizations;
d. information obtained from the IRS Form 990 filings of similar organizations;
Veterans for Social Justice, Inc. Executive Compensation Policy – Issued January 15, 2025
e. information obtained from job-oriented websites posting for positions at similar organizations; and
f. the Board may, at its discretion, engage an independent third-party organization that specializes in performing executive compensation studies.
i. This is the most desirable source due to its independent nature.
b. The Board will consider factors specific to an Executive’s position when determining the reasonableness of compensation arrangements.
i. Such factors include, but are not limited to:
1. the Executive’s job description,
2. the required level of education or experience for the role,
3. the impact that the Executive has had on the Agency,
4. the number of hours worked by the Executive,
5. the overall budget of the Agency, and
6. any unique demands or skill requirements for the Executive’s position
V. CONCURRENT DOCUMENTATION
a. To approve the compensation for an Executive, the Board must document how it reached its decision, including the data upon which it relied, and minutes of the meeting during which the compensation was approved.
i. This documentation must include:
1. a description of the Executive’s compensation and benefits and the date it was approved;
2. the Members of the Board who were present during the discussion about compensation and benefits and the results of the vote;
3. a description of the comparability data relied upon and how the data was obtained, and other information reviewed and/or considered by the Board; and
4. any actions taken (such as abstaining from discussion or voting) regarding consideration of the compensation by anyone who is otherwise a Member of the Board but who had a conflict of interest regarding the decision on the compensation and benefits.
b. All documents and information utilized during this process should be permanently retained by the Board Secretary for possible future reference and use.
c. The Board will develop standard documents to be utilized annually to effectuate the uniformity and continuity of the annual process.
i. These documents may include executive standards, performance evaluations, goals, objectives, etc.
ii. These documents shall be prepared by the Board Secretary.
VI. ANNUAL EXECUTIVE GOAL-SETTING
a. The Board shall discuss and consider goals and objectives for Executive performance in the following year.
b. These goals should be rooted in the Agency’s performance against strategic goals and the CEO's overall leadership.
c. Any goals discussed and agreed upon by the Board shall be documented in the Board meeting minutes.
d. To effectuate these goals, the CEO and other Executives must receive, understand, and sign agreeing to them.
VII. INTEGRITY IN SETTING EXECUTIVE COMPENSATION
a. The Chair (or Co-Chairs) of the Board, who is a volunteer with the Agency, will operate independently without undue influence from the CEO or any other Executive.
b. No Member of the Board voting on an Executive’s compensation will have a relationship with that Executive that could present a conflict of interest, including, but not limited to a familial or outside business relationship.
c. No Executive may be a Member of the Board.
d. No Executive nor anyone with a personal interest in the matter will lobby, discuss, or vote on Executive compensation.
e. Conflicts of Interests shall be addressed and resolved in accordance with the Code of Conduct and Business Ethics.
f. Before the Board begins the annual process of executive compensation review, a clear conflict of interest check must be conducted and documented in writing and in the Board minutes to ensure that the process is conducted fairly and independently.
g. The compensation among Executives must be free of unreasonable disparities.