Executive Compensation Committee

The Executive Compensation Committee shall have the responsibility to periodically review the University’s compensation philosophy and policies to ensure that they appropriately support the University’s goals and mission and allow it to attract and retain key personnel on fair, transparent, and competitive terms. The committee shall annually analyze peer data and benchmarks in conjunction with the Board’s review of the President’s performance and advise the Board on presidential compensation for the following fiscal year. The committee also shall meet at least twice annually, as the enterprise requires, to review and advise the President concerning the compensation structure and payments to the University’s executive and senior vice presidents, the chief operating officer of UVA Health, and other persons as mutually agreed by the Committee Chair, the Rector and the President. The committee shall have access to information relevant to its deliberations and shall receive and consider reports from outside compensation consultants as appropriate, including peer comparability analyses that take into account the job responsibilities of the position and the experience of the employee. The committee also shall establish and oversee a process for exceptions to standard procedures and compensation changes outside of the annual compensation cycle. All members of the committee shall be free from any relationships or conflicts of interests with the University or the subject officers and employees that may impair, or appear to impair, the member’s ability to make independent decisions concerning compensation.