[Lnc-business] seeking cosponsors for EPCC and Contract Review motion

[Alicia Mattson]

Many of you may recall that in the last LNC meeting, I made a motion to
modify the EPCC's role in director-level contract review.  It received a
majority vote, but due to several abstentions, the vote wasn't sufficient
to adopt it without having given previous notice.

Based on good feedback during and after the meeting, I've made some
additional changes to the proposal, and at this time I'm asking for
co-sponsors for the attached motion.

Our current policy has a number of defects:

   - It requires that a proposed director-level employment contract must be
   reviewed by the EPCC, but it doesn't say that any EPCC objections or
   concerns have to be fixed.  In theory a chair could say, "They reviewed it
   and didn't like it, but I don't have to listen to them, so I signed it."
   - Our policy requires that the contract be circulated to the LNC, but it
   doesn't specify that this ought to happen before the contract is signed so
   that any problems identified by the LNC can be addressed before execution.
   - Our policy requires that the general counsel review it, but it doesn't
   require that the general counsel's advice be shared with those conducting
   the review.  It could be that only the chair knows what the general
   counsel's advice was.
   - Compensation is a non-trivial percentage of our expenses.  The
   director-level contracts have substantial financial impacts well beyond
   that person's base pay rate, and we just need more eyes reviewing those
   offerings.  Contracts can offer additional benefits beyond the standard
   benefits in the employee manual.  I pointed out recently that the wording
   of bonus structures in recent years has been changed such that having a
   good quarter at the beginning of a year can create a bonus multiplier
   effect -- one good quarter can create bonuses in other quarters even if the
   other quarters were terrible.  The prior wording did not contain that
   flaw.  More eyes reviewing the contract will reduce the chances of missing
   that kind of detail.

My proposal would:

   - make it clear that the LNC must see the contract before it is signed.
   - require that General Counsel advice be shared with the EPCC and LNC.
   - require that a review body approve the contract, not just have a
   chance to review it with no power to require changes.  That review body can
   either be the EPCC (we did create them to play this sort of role), or if
   the EPCC members were cantankerous and played the role of
   3-person-roadblock to hiring person X rather than finding functional
   contract language, a Chair could go around the EPCC and have the entire LNC
   approve it instead.
   - change how the EPCC is appointed.  It is currently appointed by the
   LNC Chair, but since the EPCC would have a role of approving the chair's
   proposal, that committee should be selected by the LNC rather than be
   appointees of the Chair.
   - disallow the LNC Chair from serving on the EPCC, where he would be one
   of three votes approving his own proposal.

An additional feature is that because the LNC must see the contract 10 days
before it is signed, if the EPCC were to initially approve a contract but
the LNC had a serious objection to it, there would still be time for the
LNC to use an email ballot to override the decision of the EPCC.

There is a term in this proposal that I want to point out.  If the LNC
approves the contract, it requires "an affirmative vote from a majority of
the fixed membership of the LNC."  If there are no LNC vacancies, and
everyone votes, then this is the same requirement as a majority vote.  The
"fixed membership" clause says that the denominator for calculating a
majority isn't just the number of ballots cast.  The denominator is the
total number of LNC seats including any vacant ones, regardless of how many
might have abstained from the vote.

Co-sponsors?

-Alicia
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