As Amended June 25, 2014

Bylaws Article VIII, Section (b) states:

There shall be a compensation committee consisting of not less than three nor more than five trustees elected by the Board at the annual meeting each year. Members of the committee shall serve at the pleasure of the Board. The chair of the committee shall be elected by the Board. A vacancy in the committee may be filled by the Board at any meeting.

The committee shall recommend to the Board the compensation for the president of the corporation. The president shall not be present at or otherwise participate in any committee or board deliberation or vote concerning his or her compensation. The committee shall review management’s recommendations regarding the overall compensation budget for all employees and other matters of compensation policy.

In addition to the specific section of the Bylaws establishing the compensation committee, other provisions of the Bylaws related to the committee include the following:

Composition

The chair of the Board shall be an ex officio member of the committee.

The president shall be a member ex officio of all committees, except the audit and compensation committees.

Meetings

The chair of the Board shall be entitled to have notice of committee meetings and to attend and vote at such meetings, provided that, with the exception of the executive committee, the chair shall be under no obligation to attend and shall not be counted to determine the number necessary to make a quorum or to determine whether a quorum is present.

Any action required or permitted to be taken by the Board or any committee may be taken without a meeting, if all members of the Board or the committee consent in writing or electronically to the adoption of a resolution authorizing the action.  If written, the consent must be executed by the trustee or committee member by signing the consent or causing his or her signature to be affixed to the consent by any reasonable means, including but not limited to facsimile signature. If sent electronically, the consent must set forth or be submitted with information from which it can reasonably be determined that the transmission of the consent was authorized by the trustee or committee member. The resolution and the consents thereto by the members of the Board or of such committee shall be filed with the minutes of the proceedings of the Board or of such committee.

Any one or more members of the Board or of a committee may participate in a meeting of the Board or the committee by means of a conference telephone, videoconference, or similar communications equipment as long as all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Unless otherwise specified by the bylaws, a majority of the members of each committee shall constitute a quorum for the transaction of business and an act of the majority of members present at the meeting shall be an act of the committee.

In addition to requirements of the Bylaws, this charter sets forth the following additional provisions that guide the committee:

Purpose

The compensation committee is charged by the Board of Trustees of the Rockefeller Brothers Fund with responsibility of advising the executive committee and the Board on the compensation and benefit policy for the president of the corporation. The committee shall assist the chair of the Fund and the executive committee in conducting the performance review of the president of the corporation. The committee shall review management’s recommendations regarding staff compensation and benefits and the overall compensation budget for all employees and other matters of compensation policy.

Organization

Meetings
  1. The committee shall meet annually to review and make recommendations to the Executive Committee and the Board concerning compensation and benefits. In addition, the committee shall meet as circumstances require.
  2. The president of the corporation shall be invited to those portions of the committee meetings which do not involve the president’s performance review, compensation, and benefits.
Responsibilities

The committee shall:

  1. Regarding all committee matters, respect the confidential nature of the committee’s deliberations.
  2. Retain outside advisors and consultants and utilize additional resources as it deems necessary to fulfill its responsibilities.
  3. Review and make recommendations to the executive committee and the Board regarding the compensation and benefits for the president of the corporation.
  4. Review staff compensation and benefits policy as proposed by the president. In fulfilling this responsibility, the committee shall: review and make recommendations to the executive committee and the Board on compensation policy for members of the staff, including recommendations as to the establishment of an annual salary pool for staff; and adopt or recommend employee benefit plans. In making compensation recommendations, the committee shall obtain such information regarding compensation ranges (for both basic salary and benefits) for individuals in similar positions as it deems appropriate, and shall ensure that documentation is kept as the basis of all compensation recommendations.
  5. Regularly review and assess the adequacy of this charter.
  6. Maintain minutes of committee meetings and make periodic reports to the Board, with the understanding that some deliberations of the committee must be treated as confidential.