Robert A. Brodsky, MD ('22)
Mark A. Crowther, MD ('22)
Cynthia E. Dunbar, MD ('24)
Mohandas Narla, DSc ('22)
Jane N. Winter, MD ('22)
Dennis Sawyers, MSM-HRM,SHRM-SCP,SPHR
The Compensation Subcommittee, a subcommittee of the ASH Executive Committee, recommends policies and processes for the regular and orderly review of the performance, development, and compensation of the Executive Director. The Compensation Subcommittee is also responsible for the annual confirmation and evaluation of progress against goals established by and/or for the Executive Director.
The specific responsibilities of the Compensation Subcommittee include:
· Recommending and implementing an evaluation policy and process to the ASH Executive Committee for the annual performance evaluation of the Executive Director, which may include a mechanism for establishing and reviewing results against strategic goals for the Executive Director. The process must include provisions for input from all members of the ASH Executive Committee and a report to the ASH Executive Committee on the results of the evaluation.
· Conducting the Executive Director evaluation process, consistent with the ASH Executive Committee-approved policy, and in a manner that promotes trust and candid communication between the ASH Executive Committee and the Executive Director; leading the annual performance review discussion with the Executive Director; ensuring that the Executive Director understands the ASH Executive Committee’s expectations; and providing constructive feedback to the Executive Director on his/her performance.
· Recommending a compensation philosophy and comprehensive compensation plan that will attract and retain superior talent in the lead executive role.
· Ensuring that the organization’s executive compensation program meets Internal Revenue Service requirements and achieves the “rebuttable presumption of reasonableness.” The presumption is established when: (1) the board or authorized committee, free of any conflict with the executive in question, determines the compensation arrangement prior to effectuating the arrangement, (2) the board or committee uses appropriate compensation comparability data in arriving at its decision and (3) the board or committee properly documents its decision in a timely manner.
· Leveraging legal counsel and other relevant support as necessary to review and understand current legal and regulatory requirements regarding executive compensation.
· Periodically approving or recommending to the ASH Executive Committee an independent compensation consultant to provide comparative market information on compensation and benefits and to advise the Compensation Subcommittee on compensation trends and regulatory compliance issues.
· Approving annual compensation for the Executive Director consistent with the compensation philosophy and plan and in accordance with the terms of the Executive Director’s employment contract.
The Compensation Subcommittee meets at least once annually and additionally as needed as determined by of the subcommittee chair. Meeting dates and times are communicated to members in enough time to allow everyone to make the required arrangements to fully participate.
The Compensation Subcommittee is comprised of the current ASH Officers. The subcommittee is chaired by the President-Elect. Others may be engaged on the subcommittee as necessary to ensure effectiveness. The Executive Director does not serve as a member of the subcommittee but may participate as requested.
The Compensation Subcommittee receives, reviews, and/or produces the following reports:
- Compensation philosophy for executive compensation.
- Data from independent sources on a periodic basis reflecting executive compensation for functionally comparable positions in comparable organizations, and a decision regarding that alignment of the Executive Director’s compensation with the relevant market.
- Completed Executive Director performance evaluation document.