Regents Policy 7201: Principles for Review of Executive Compensation

Approved May 15, 1992
Amended November 19, 1993, January 21, 2010, July 15, 2010, September 18, 2013, July 23, 2021, and November 3, 2021*

WHEREAS, the Regents recognize that the people of California have entrusted them with the responsibility for careful stewardship of the resources of the University of California; and

WHEREAS, the Regents are committed to public access, awareness, knowledge, and understanding of The Regents' decision-making processes; and

WHEREAS, public concerns about the openness of Regents' deliberations with regard to executive compensation require a response;

NOW, THEREFORE, BE IT RESOLVED that the following principles shall obtain with regard to activities involving executive compensation:

1. Executive compensation shall include all elements of compensation identified in the Regents Policy on the Definition of Total Compensation, including all salary and other cash payments, all one-time payments/reimbursements, and all benefits and perquisites, that are applicable to members of the Senior Management Group (SMG); and
2. Discussions of and actions on executive compensation programs shall occur in open session of the Committee on Compensation. All members of the Board shall be invited to attend such meetings. Final action regarding such programs shall occur in open session of the Board at a meeting held no sooner than twenty days following the meeting at which a recommendation requiring Board approval shall have been considered by the Committee on Compensation. Information and background materials shall fully and clearly disclose all relevant and material facts related to executive compensation programs, such as annual reviews of market data and comparison studies that form the analytical bases for the establishment of executive compensation levels. These materials shall be provided in advance of the meeting in such a manner as to afford sufficient opportunity for review and understanding of the contents; and
3. (a). Except as provided in section 3(b) below, discussions concerning appointment, employment, performance, compensation, or dismissal of those SMG members for whom Regental action is required, and actions with respect to recommendations concerning such matters, shall occur in closed sessions of the Committee on Compensation, consistent with the Education Code and the Bagley-Keene Open Meeting Act. (b). Notwithstanding section 3(a), any action taken by a committee of the Regents, and any final action by the full Board of Regents, on a proposal adopting or modifying the Total Compensation of any member of the SMG for whom Regental action is required shall occur in an open session of each of those bodies, and shall include a disclosure of the compensation package and rationale for the action. The specific proposal will be made available to members of the public in attendance, prior to the commencement of the open session at which it will be voted upon.
   
   Agendas for such meetings shall be provided to all Regents in advance of the meeting and shall contain information and background materials sufficient to lead to a full understanding of the matters under discussion, including all compensation elements relevant to each individual officer under consideration. All members of the Board shall be invited to attend.
   
   The meeting notice for any meeting at which compensation for a member of the SMG shall be voted upon shall include the title of the SMG member; and 
4. All actions by the Regents affecting executive compensation and paid leaves of absence for members of the SMG shall be released to the public in a timely manner consistent with Bylaw 27.6. It is the intention of The Regents that administrative mechanisms to implement this provision shall be coordinated, strengthened and refined; and
5. Annual reports on the level of compensation for Officers of the University and Principal Officers of The Regents shall be submitted by the President to the Regents.

*Technical Amendments made by the Secretary and Chief of Staff to the Regents per Policy 1000