Jeff Davis, MD, Chair. Jeff Davis, MD, Chair. Jeff Davis, MD, Chair. Tomi Ryba, President and CEO Mick Zdeblick, COO

Transcription

1 AGENDA Executive Compensation Committee Meeting of the El Camino Hospital Board Thursday, September 17, :30 p.m. El Camino Hospital Conference Room B, ground floor 2500 Grant Road, Mountain View, California MISSION: To advise and assist the El Camino Hospital (ECH) Board of Directors ( Board ) in matters related to governance, board development, board effectiveness, and board composition, i.e., the nomination and appointment/reappointment process. The Governance Committee ensures the Board and Committees are functioning at the highest level of governance standards. AGENDA ITEM PRESENTED BY 1. CALL TO ORDER Jeff Davis, MD, Chair 2. ROLL CALL Jeff Davis, MD, Chair 4:30 4:31 p.m. 4:31 4:32 3. POTENTIAL CONFLICT OF INTEREST DISCLOSURES Jeff Davis, MD, Chair 4:32 4:33 4. PUBLIC COMMUNICATION Jeff Davis, MD, Chair 4:33 4:36 5. CONSENT CALENDAR ITEMS: Any Committee Member may remove an item for discussion before a motion is made. Approval: a. Minutes of Executive Compensation Committee Meeting, Open Session i. April 22, 2015 ii. May 28, 2015 b. Draft Revised Executive Compensation Policy ATTACHMENT 5 Jeff Davis, MD, Chair public comment Motion Required 4:36 4:39 6. REPORT ON BOARD ACTIONS Jeff Davis, MD, Chair 7. APPOINTMENT OF VICE CHAIR Jeff Davis, MD, Chair Information 4:39 4:44 Information 4:44 4:49 8. APPOINTMENT OF AD HOC COMMITTEE FOR CONSULTANT RFP ATTACHMENT 8 Jeff Davis, MD, Chair public comment Possible motion 4:49 4:59 9. FY15 ORGANIZATIONAL SCORE ATTACHMENT 9 Tomi Ryba, President and CEO Mick Zdeblick, COO Information 4:59 5:09 A copy of the agenda for the Regular Committee Meeting will be posted and distributed at least seventy-two (72) hours prior to the meeting. In observance of the Americans with Disabilities Act, please notify us at prior to the meeting so that we may provide the agenda in alternative formats or make disability-related modifications and accommodations.

2 Agenda: El Camino Hospital Board Executive Compensation Committee Meeting September 17, 2015 Page 2 AGENDA ITEM PRESENTED BY 10. ADJOURN TO CLOSED SESSION Jeff Davis, MD, Chair 5: POTENTIAL CONFLICT OF INTEREST DISCLOSURES 12. CONSENT CALENDAR Any Committee Member may remove an item for discussion before a motion is made. Approval of Meeting Minutes of the Closed Session (4/22/15 and 5/28/15) Gov t Code Section Report involving Gov t Code Sections and for report and discussion on personnel matters. - Addition of General Counsel to Executive Compensation and Benefits Plan and Proposed Salary Range 14. Report involving Gov t Code Sections for report and discussion on personnel matters. - Proposed FY16 General Counsel Base Salary 15. Report involving Gov t Code Sections and for report and discussion on personnel matters. - Proposed FY15 Individual Executive Goal Scores 16. Report involving Gov t Code Sections and for report and discussion on personnel matters. - Proposed FY15 Individual Executive Performance Incentive Payout 17. Report involving Gov t Code Sections and for report and discussion on personnel matters. - Proposed FY 15 Individual CEO Goal Score 18. Report involving Gov t Code Sections and for report and discussion on personnel matters. - Proposed FY15 Individual CEO Performance Incentive Payout Jeff Davis, MD, Chair Jeff Davis, MD, Chair Tomi Ryba, President and CEO Tomi Ryba, President and CEO Tomi Ryba, President and CEO Tomi Ryba, President and CEO Jeff Davis, MD, Chair Kathryn Fisk, CHRO Jeff Davis, MD, Chair Kathryn Fisk, CHRO 5:10 5:11 Motion Required 5:11 5:13 Motion for Recommendation 5:13 5:18 Motion for Recommendation 5:18 5:23 Motion Required 5:23 5:33 Motion Required 5:33 5:38 Motion Required 5:38 5:46 Motion Required 5:46 5: Adjourn to Open Session Jeff Davis, MD, Chair 5:48 5:49

3 Agenda: El Camino Hospital Board Executive Compensation Committee Meeting September 17, 2015 Page 3 AGENDA ITEM 20. RECONVENE OPEN SESSION/REPORT OUT To report any required disclosures regarding permissible actions taken during Closed Session. 21. FY16 PACING PLAN ATTACHMENT 21 PRESENTED BY Jeff Davis, MD, Chair Jeff Davis, MD, Chair 5:49 5:50 Discussion 5:50 5: CLOSING COMMENTS Jeff Davis, MD, Chair 23. ADJOURNMENT Jeff Davis, MD, Chair Discussion 5:55 5:59 5:59 6:00 p.m. Upcoming Executive Compensation Committee Meetings in FY16: - November 4, 0215 (Semi-Annual Board and Committee Educational Session) - November 17, March 24, May 17, 2016

4 Separator Page April 22, 2015

5 Draft Minutes of the Open Session Executive Compensation Committee Meeting Wednesday April 22, 2015 El Camino Hospital, 2500 Grant Road, Mountain View, California Conference Room B 1. Call to Order. The meeting of the Executive Compensation Committee (the Committee ) was called to order by Chair Nandini Tandon at 4:40 p.m. 2. Silent Roll Call. Chair Tandon requested that Silent Roll Call be taken, and asked that those calling in to the meeting to identify themselves. Mike Stewart and James Guthrie from Sullivan Cotter indicated their presence on the phone. Members Present: Chair Nandini Tandon, Vice Chair David Reeder, Teri Eyre, and Jeffrey Davis, Prasad Setty (4:45), Jing Liao (4:48) Members Excused: Julia Miller Members Absent: Bob Miller 3. Potential Conflict of Interest Disclosures. Chair Tandon asked if there were any conflicts of interest with any agenda items. There were none. 4. Public Communication. There was no public communication. 5. Consent Calendar. Chair Tandon asked if there were any changes to the minutes of February 26, There were none. She also asked if anyone wished to remove any items from the consent calendar. There were no requests to do so. Motion: To approve the Minutes of February 26, Movant: Reeder Second: Davis Ayes: Tandon, Reeder, Davis, Setty, Eyre, Liao Noes: None Abstentions: None Absent: B. Miller Excused: J. Miller Recused: None Motion Passed

6 Open Session Minutes: Corporate Compliance Committee April 22, 2015 Page 2 6. Report on Board Actions and Committee Update. Chair Tandon announced that all four Community Members have agreed to continue on the Committee for FY16. She thanked Bob Miller, Jing Liao, Teri Eyre and Prasad Setty for their re-commitment. Chair Tandon then provided an update on the Committee regarding the March Board Meeting, indicating that Andy Lewis from Sullivan Cotter gave the same LTIP/goals presentation to the Board that he gave the Committee at the February Meeting. It was acknowledged by those who attended the Board meeting that following the presentation there was little dialog relative to interest in a long-term incentive plan, however the Committee agreed that the presentation accomplished the Committee s objective of introducing the Board to the plan and providing some food for thought. Member Eyre stated that because the Board would look to the Committee to provide advice on how to support long-term goals from an executive compensation and retention perspective, it would be the Committee s responsibility to find alignment to the goal(s), then advocate, educate and design the plan to do so. Member Reeder suggested that evaluating long-term strategy goals be added to the Committee s FY16 work plan and that the Committee continue to work on but not drive it over the next six months. 7. FY15 Executive Performance Incentive Plan Organizational Goals. Mick Zdeblick (COO) provided a progress update on FY15 organizational goals, as of March 20, Regulatory Compliance and Financial Viability goals through February were met. Quality and Patient Safety/Falls is improving, but has not yet met goal. Service is on target for year-to-date. Efficiency/Length of Stay has not yet met minimum. Continuum of Care/ Readmissions is improving, but year-to-date has not reached minimum. EPIC maximum milestones achieved. Tomi Ryba commented that she appreciates the challenges involved in meeting our goals and wanted to acknowledge the progress made. She acknowledged that some of the measurements could be better defined (i.e., definitions of what is planned vs. unplanned can affect totals) relative to benchmarks. She stated that an independent review will be done to make sure comparisons are accurate and that definitions should be in alignment with CMS. Member Davis agreed that using government definitions to bring ours into alignment. 8. Adjourn to Closed Session. Chair Tandon requested a motion for adjournment to Closed Session. Motion: To adjourn to Closed Session pursuant to the Gov t Code Section for approval of the closed session minutes, Gov t Code Sections and and

7 Open Session Minutes: Corporate Compliance Committee April 22, 2015 Page 3 Govt. Health and Safety Code Section 32106(b) for an update on FY15 Executive Performance Incentive Plan, discussions on Individual Executive Performance Incentive Plan, discussion on Proposed FY16 Executive Performance Incentive Plan Organizational and Individual Goals and Plan Design Considerations (possible motion), and discussion on Succession Planning: Talent Profile and Leadership Development. Movant: Reeder Second: Davis Ayes: Tandon, Reeder, Davis, Setty, Eyre, Liao Noes: None Abstentions: None Absent: B. Miller Excused: J. Miller Recused: None Motion Passed 10. Agenda Item 15 Reconvene Open Session. Chair Tandon reported that the Minutes of the February 26, 2105 Closed Session were approved by a unanimous vote of all Committee members. Julie Johnston reported that the following actions were taken during Closed Session: A motion was approved by a unanimous vote of all Committee members to recommend that the Board consider specific changes in the weighting of organizational and individual performance incentive goals. A second motion was approved by a unanimous vote of all Committee members recommending that the Board support the Committee s FY16 Executive Performance Incentive Plan for organizational goals with some edits, as well as the concept and framework of individual goals. 11. Agenda Item 16 Committee Planning for FY16. Kathryn Fisk stated that input was requested from Committee members for proposed changes to goals or recommendations for FY 16. Julie Johnston indicated that she wanted to include Vice Chair Reeder s comments earlier in the meeting regarding inclusion of information on the long-term strategy plan for further evaluation. Tomi Ryba recommended specific wording to more clearly reflect Vice Chair Reeder s comments, indicating a recommendation that the Committee work with the Board to look at the long term strategy of the organization and what plan design will help us achieve those goals. Vice Chair Reeder then indicated that the Committee needed to approve their goals for FY16 to enable the Governance Committee to review them at their next meeting. Chair Tandon requested a motion to approve the Committee s FY16 goals.

8 Open Session Minutes: Corporate Compliance Committee April 22, 2015 Page 4 Motion: To approve the proposed FY16 goals of the Executive Compensation Committee with changes for recommendation to the Governance Committee Movant: Liao Second: Setty Ayes: Tandon, Reeder, Davis, Setty, Eyre, Liao Noes: None Abstentions: None Absent: B. Miller Excused: J. Miller Recused: None Motion passed Vice Chair Reeder asked to make a comment regarding the goal recommendations submitted by Members Prasad Setty and Bob Miller, stating that while he felt they were certainly valid issues, they don t necessarily need to be goals, that they should be included in the Pacing Plan for next year. He recommended that the Committee consider sub-committees to study the issues and/or work toward achieving Committee goals. Member Davis suggested an ad hoc single committee to address all of the submitted suggested changes/recommendations. Chair Tandon proposed FY16 meeting dates: September 17, November 17, March 24 and May 17. The Committee was asked to consider a mid-day meeting time for the FY16 meetings. The Members chose to continue meeting at 4:30 p.m. Chair Tandon requested that the goals and Pacing Plan be revised based on the recommendations made. 12. Agenda Item 17 Closing Comments. Member Eyre indicated that she would be not be able to attend the May 28 meeting. Chair Tandon reminded Committee members that the Joint Session meeting with the Board, scheduled for May 13, 2014, was cancelled. The next Committee meeting is scheduled for May 28, She then thanked Members for a productive meeting. 13. Agenda Item 18 Adjournment. Chair Tandon requested a motion to adjourn the meeting at 6:40 p.m. Motion: To adjourn the Executive Compensation Committee meeting. Movant: Prasad Second: Davis Ayes: Tandon, Reeder, Davis, Setty, Eyre, Liao Noes: one Abstentions: None Absent: B. Miller Excused: J. Miller

9 Open Session Minutes: Corporate Compliance Committee April 22, 2015 Page 5 Recused: None Motion passed Attest as to the approval of the foregoing minutes by the Executive Compensation Committee: Jeffrey Davis, MD, Chair Executive Compensation Committee

10 Separator Page May 28, 2015

11 Minutes of the Open Session of the Special Meeting of the Executive Compensation Committee Thursday, May 28, 2015 El Camino Hospital, 2500 Grant Road, Mountain View California Medical Staff Conference Room Members Present Members Absent Members Excused David Reeder Jeffrey Davis, MD Prasad Setty Bob Miller Nandini Tandon Jing Liao Teri Eyre Julia Miller Vice Chair Reeder noted that since a quorum was not present, the Committee would not be voting on any of the items listed on the agenda, but if the members present could reach a consensus on the items presented he would inform the Board. Agenda Item Comments/Discussion Approvals/Action 1. CALL TO ORDER Committee Chair 2. ROLL CALL Silent roll call was taken. Vice Chair David Reeder called the Executive Compensation Committee of El Camino Hospital to order at 4:30 p.m. A quorum was not present. 3. POTENTIAL CONFLICT OF INTEREST DISCLOSURES Vice Chair Reeder asked if any Committee member may have a conflict of interest with any of the items on the agenda. No conflict of interest was reported. 4. PUBLIC COMMUNICATION None. 5. CONSENT CALENDAR Deferred to the next meeting None 6. REPORT ON BOARD ACTIONS Board Liaison, Cindy Murphy, and Tomi Ryba CEO reported that the Board did not make a decision about Ms. Ryba s incentive plan at the May Board meeting, and that it would be agendized for further discussion and a decision at the June Board meeting.

12 Minutes: Executive Compensation Committee May 28, 2015 Page 2 Draft: Subject to Governance Committee and Board of Directors Consideration 7. PERFORMANCE APPRAISAL, OVERSIGHT AND GOAL SETTING 8. ADJOURN TO CLOSED SESSION 9. AGENDA ITEM 20 - RECONVENE OPEN SESSION 10. AGENDA ITEM 21 - CLOSING COMMENTS 11. AGENDA ITEM 22 - ADJOURNMENT Andrew Lewis of Sullivan Cotter gave a report on market trends and best practices in executive goal setting and performance management. The committee members discussed how certain factors (market, retention risk, performance history and leadership) should be reflected in base pay vs. incentive pay plans as well as how the discretionary component of a performance incentive plan should be applied. The Committee also discussed paying 100% of available bonus for hitting target goals and 120% - 150% for hitting maximum goals. The Committee asked Mr. Lewis to prepare a 2-3 paragraph memo summarizing the discussion. There being no objection, the meeting was adjourned to closed session at 5:17 pm. Open session was reconvened at 6:09 pm. Agenda items 9-19 were handled in closed session None There being no objection, the meeting was adjourned at 6:10 pm. Attest as to the approval of the foregoing minutes by the Executive Compensation Committee: Jeffrey Davis, MD Chair, ECH Executive Compensation Prepared by: Cindy Murphy, Board Liaison and Julie Johnston, Director of Compensation and Benefits

13 Separator Page b. Draft Revised Executive Compensation Policy

14 BOARD MEETING AGENDA ITEM COVER SHEET Item: Responsible party: Draft Revised Executive Performance Incentive Plan Kathryn Fisk, CHRO Action requested: Background: Motion Required Executive Compensation Committee Meeting September 17, 2015 The Board approved a change in weighting for the CEO from 80% organizational/20% individual to 90% organizational/10% discretionary The Board supports the Committee s recommendation that 10% of the executives incentive pay be based on discretion. They approved the FY 2016 executive performance incentive goals with 20% individual and 10% discretionary Committees that reviewed the issue and recommendation, if any: N/A Summary and session objectives : To review the changes Suggested discussion questions: 1. Does the Committee support the recommendations as presented? 2. If not, what changes are suggested? Proposed Committee motion, if any: The Committee recommends the Board approve the revised policy LIST OF ATTACHMENTS: Revised Executive Performance Incentive Plan

15 Separator Page Att 5b2 - Executive_Performance_Incentive_Plan revised

16 EL CAMINO HOSPITAL BOARD OF DIRECTORS POLICIES AND PROCEDURES PROPOSED CHANGES FOR ECC REVIEW 9/ EXECUTIVE PERFORMANCE INCENTIVE PLAN A. Coverage: The Chief Executive Officer ( CEO ) of El Camino Hospital ( the Hospital ) and those executives reporting directly to the CEO or COO. Participation in the plan is subject to approval by the Hospital Board of Directors. B. Reviewed/Revised: New: 9/15/09, 12/08/10, 2/13/13, 6/11/14 for 7/1/14 effective date C. Policy Summary: The Performance Incentive Plan is one component of the executive total compensation program which includes base salary, benefits, and other cash compensation. The Performance Incentive Plan is a goal-based compensation program designed to motivate and reward performance toward key annual strategic goals of the Hospital. D. General Provisions: The target amount for incentive pay will be competitive with those at comparable hospitals. An executive s incentive payout will be based on their performance against pre-defined organizational and individual goals and measures aligned with the Hospital s mission, vision, and strategic goals. 1. Eligibility Participants hired after December 31 will not be eligible for the program until the beginning of the next fiscal year on July 1. Incentive compensation will be pro-rated for executives with at least six months, but less than one year in the position at the end of the fiscal year. Written performance goals and measures will be determined within the first 60 days of employment. 2. Criteria the Hospital has established three criteria for payout. There will be no payout unless all three criteria are met. The Hospital must be accredited by the Joint Commission and the individual executive must meet expectations on their performance review. In addition, the Hospital will establish a financial measure that must be achieved each fiscal year (i.e., a percent of operating margin) for payout to occur. 3. Amount of incentive pay the maximum payout for an executive is 30% of their 1

17 Board of Directors Policies and Procedures Executive Performance Incentive Plan Page 3 of 3 base salary as of the end of the fiscal year. The targeted payout percent for those participants reporting to the CEO or COO is 20% of base pay. The maximum incentive pay for the CEO is 45% with a target of 30% of base salary. 4. Organizational Goals each fiscal year the Hospital will define organizational goals that support the strategic/business plan upon which 70% (980% for the CEO) of performance incentive pay will be based. Whenever possible, each goal will have performance measures for threshold, target, and maximum levels and payouts will be on a continuum. 5. CEO s Individual Goals.at the beginning of each fiscal year, the Board of Directors will establish one discretionary goal for the CEO which will be weighted at 10% Executive Individual Goals (excluding CEO) at the beginning of the fiscal year, each participant will propose performance goals and measurements that support the strategic/business plan upon which 20% of performance incentive pay will be based. Whenever possible, each goal will have performance measures for threshold, target, and maximum levels and payouts will be on a continuum. In addition, the CEO will recommend one discretionary goal which will be weighted at 10%.. 6. Performance Incentive Payout Incentive compensation will be paid within 30 days of the Board of Directors approving the payout amounts In order to receive incentive compensation, executives must be employed in an executive position at the time the incentive compensation is paid. E. Roles and Responsibilities 1. The El Camino Hospital Board of Directors shall approve the plan design, organizational goals, CEO s individual goals, and performance incentive payout amounts. 2. The Executive Compensation Committee Charter defines the responsibilities delegated by the Hospital Board such as reviewing and recommending goals and performance incentive payout amounts. 3. The CEO recommends the organizational and individual goals and recommends incentive payout amounts to the Committee. 4. The Chief Human Resources Officer and/or Director Compensation and Benefits are responsible for overseeing administration of the program and implementing actions approved by the Board. 2

18 Board of Directors Policies and Procedures Executive Performance Incentive Plan Page 3 of 3 3

19 Separator Page ATTACHMENT 8

20 COMMITTEE MEETING AGENDA ITEM COVER SHEET Item: Responsible party: Appointment of Ad Hoc Committee for Consultant RFP Kathryn Fisk, CHRO Action requested: Background: Possible Motion Executive Compensation Committee Meeting September 17, 2015 Some Committee members have expressed interest in engaging in an Executive Compensation Consultant RFP process this year. ECH s contract with Sullivan Cotter expires on March 31, 2016, giving the Committee adequate time to conduct a thorough RFP Process. Committees that reviewed the issue and recommendation, if any: None. Summary and Session Objectives: 1. To decide whether the Committee wants to engage in an RFP process. 2. To decide whether the Committee wants to appoint an Ad Hoc Committee to lead the RFP process with support from staff, and, if so, to appoint the Ad Hoc Committee. 3. To agree on next steps. Suggested discussion questions: 1. Does the Committee want to engage in an RFP process? 2. Does the Committee want to appoint an Ad Hoc Committee? If yes, who will be the members? 3. Timeline When does the Committee want to make a final decision regarding contracting with an Executive Compensation Consultant? (see below) 4. How would the Committee define the Scope of Work in the RFP? 5. What suggestions does the Committee have with respect to the Selection Criteria and Interview Questions used in 2012? Possible timeline #1 (no later than the following dates): a. September 25 th Ad Hoc Committee meets and completes revisions to RFP template. b. September 29 th Staff sends RFP out c. October 9 th Conference call with vendors for Q&A d. October 23 th Proposals Due e. October 30 th Ad Hoc Committee meets to review proposals and decides which vendors to

21 COMMITTEE MEETING AGENDA ITEM COVER SHEET bring forward to the Committee as finalists. f. November 17 th ECC meeting Committee interviews vendors and makes recommendation for CY 2016 ECC Consultant. g. January Board Meeting Board considers recommendation Possible Timeline #2 (no later than the following dates): a. October 5 th Ad Hoc Committee meets and completes revisions to RFP template. b. November 17 th ECC meets and agrees to revised RFP document. c. November 22nd Staff sends RFP out d. December 8 th - Conference call with vendors for Q&A e. January 4 th Proposals Due f. January 7 th Ad Hoc Committee meets to review proposals and decides which vendors to bring forward to the Committee as finalists. g. January 21 Hold additional ECC meeting to interview vendors and make recommendation for CY 2016 ECC Consultant. h. February Board Meeting Board considers recommendation Proposed Committee motion, if any: To appoint and as members of an Ad Hoc Committee for the purpose of leading an RFP process to select an Executive Compensation Consultant for LIST OF ATTACHMENTS: 1. RFP Template 2. Selection Criteria Review of Proposals 3. Selection Criteria Pricing 4. Draft Interview Questions

22 Separator Page Att 8b - RFP Draft FINAL

23 February 14, 2012 Request for Proposal El Camino Hospital (the Hospital ) is in the process of selecting an independent firm to serve as a consultant for our executive compensation and benefits program. The Hospital currently has separate consultants advising us on compensation and benefits strategies and program design. Scope of Engagement The scope of the engagement for proposal is as follows: 1. Conduct a total cash compensation review and analysis for the President and CEO (CEO) and 11 executives including the following: a. Benchmark base salary, incentive programs, and total cash compensation at comparator hospitals and provide competitive analysis of Hospital pay practices including comparable hospitals in the San Francisco Bay Area; b. Analyze and summarize findings and make recommendations to the Executive Compensation Committee regarding incentive pay design and salary ranges for FY 2013; and c. Present findings and recommendations to the Board of Directors. 2. Conduct a review and analysis of the supplemental executive benefit programs and total compensation including: a. Benchmark Hospital s executive benefit package with those at comparator hospitals and provide competitive analysis; b. Analyze and summarize findings to the Executive Compensation Committee regarding total compensation, benefit strategy and design; c. Make recommendations and/or alternative approaches to executive benefits program that will support the compensation philosophy; d. Evaluate the Hospital s severance policies and practice; and e. Present findings and recommendations to the Board of Directors. 3. Assist the Executive Compensation Committee ( Comp Committee ) in governing executive compensation given a publicly elected Board and Hospital s 501(c)3 taxexempt status; and 4. Provide ongoing support of executive compensation (i.e., market analysis for new senior management positions; annual letter of rebuttable presumption; salary budget increase data). Key Facts The Executive Compensation Committee is a committee of the El Camino Hospital Board of Directors that will select the consulting firm; review findings, recommendations, and alternatives; and determine which recommendations are presented to the Board for

24 consideration and approval. The Board will approve any policy or design changes, eligibility, and base salaries. Please note the following dates: 1. Performance Incentive Plan based on fiscal year starting July 1 2. Changes in base salaries normally effective in August 3. Benefits plan year starts January 1 Proposal Structure Your firm is invited to submit a written proposal describing the benefits that the Hospital will derive by selecting your firm. Please structure your proposal as follows: 1. Executive Summary (maximum two pages); 2. Provide background on your firm, history, consulting practice clients, the engagement team, roles, office location, and professional experience; 3. Describe the size and quality of your executive cash compensation and benefit survey data base; list the Bay Area and California hospitals included; 4. Describe your process regarding reviewing the Hospital s compensation and benefit plans, benchmarking, competitive analysis, and recommendation development; 5. Describe your role and available tools on governance of executive compensation programs; 6. Outline fees assuming a commitment to a two-year engagement and fee structure. Include outline of proposed services in the second year of agreement. When presenting the pricing for your services, please break out the fees for each activity; and 7. List of references and client feedback/testimonials If you plan to submit a proposal, please contact Julie Johnston at (650) or Julie_johnston@elcaminohospital.org no later than February 24, 2012 to confirm your intent. El Camino Hospital Background As background on the Hospital, we are enclosing copies of the Executive Compensation Committee Charter and executive compensation and benefit policies. In addition, we have attached the 2011 letter of rebuttable presumption of reasonableness. Time Line Our timetable is projected to be as follows: Target Date February 14 February 22 at 4:00 p.m. Week ending February 24 March 7 Activity RFPs sent to selected firms Question and Answer Conference call with El Camino Hospital (800) Passcode Notify Julie Johnston of intent to submit proposal Proposals are due. Please provide five (5) copies and electronic copy of your proposal to: Julie Johnston, Human Resources

25 El Camino Hospital, M/S GC Grant Road Mountain View, CA Week ending March 16 By March 19 RFPs reviewed in committee and finalists selected Finalists notified March 29 late afternoon Committee interviews finalists. Finalists should prepare a minute presentation. Meeting not to exceed one hour Week ending April 6 Finalists notified of selection Selection Criteria Upon receipt of the proposals, the Executive Compensation Committee will rate and rank each firm based on the following criteria: Timeliness and completeness of RFP submission and ability to meet established timelines Presentation and quality of RFP content Experience of firm/consulting team working with Bay Area and California hospitals, publicly elected Board members, and 501(c)3 organizations Executive Compensation and Benefits survey database Experience working with best practice hospitals on executive compensation and benefits Price After interviews are completed, the Executive Compensation Committee will then select a firm based on the criteria previously detailed. All firms will be notified of the outcome. We sincerely hope that you will participate in this Request for Proposal process and look forward to having contact with your firm. Sincerely, Julie Johnston, Manager Compensation and Benefits Cc: Tomi Ryba, CEO David Reeder, Chair, Executive Compensation Committee Wes Alles, Member Executive Compensation Committee Charlene Gliniecki, Chief Human Resources Officer Enclosures

26 Separator Page Att 8c - Executive Compensation and Benefits Consultant Selection Criteria - Review of Proposal V2

27 Executive Compensation and Benefits Consultant Selection Criteria Review of Proposal Rate on Scale of 1(low) to 5(high) Vendor Vendor Vendor Vendor Timeliness and completeness of RFP submission. Ability to meet established timelines Presentation and quality of RFP content Experience of firm/consulting team working with CA hospitals, publicly elected Board members, and 501(c)3 organizations Executive Compensation and Benefits survey database Available tools on governance of executive compensation plans Experience working with best practice hospitals on executive compensation and benefits Did RFP capture aspects of ECH culture, governance issues, and respond to ECH needs? (vs. standard proposal)

28 Separator Page Att 8d - Selection Criteria- Pricing

29 Selection Criteria - Consultant Proposed Pricing Area of pricing Vendor Vendor Vendor Vendor Conduct a total cash compensation review and analysis for the President and CEO (CEO) and 11 executives Conduct a review and analysis of the supplemental executive benefit programs and total compensation Assist the Executive Compensation Committee ( Comp Committee ) in governing executive compensation given a publicly elected Board and Hospital s 501(c)3 tax-exempt status Provide ongoing support of executive compensation (i.e., market analysis for new senior management positions; annual letter of rebuttable presumption; salary budget increase data). Administrative fees Other Total First Year Costs (without admin or out of pocket)

30 Separator Page Att 8e - questions used for interviews in 2012

31 FOR DISCUSSION: Potential questions Compensation Philosophy What is your executive compensation philosophy? Describe the process you used with a recent client to establish or review an existing compensation philosophy? What is the ideal balance between salary and at-risk pay? How important are executive benefits as part of a total compensation philosophy? Compensation and Expertise How much competitive data do you have available? How much would you need to gather? How would you determine which hospitals are part of ECH s peer group? What can be learned from for-profit hospitals or other industries that may apply to ECH executive compensation strategies? What have you done when a new client s pay of an executive is not reasonable? How have you helped organizations deal with negative publicity on executive pay? Governance What do you think board members need to know about governance of executive compensation programs? What tool(s) do you have available to help non-profit boards oversee executive compensation programs? What education or training do you provide? When a board is not in alignment on executive compensation, what do you do? Benefits When should an organization offer supplemental executive benefits? What executive benefits and perquisites are the most valuable to employers? Executives? Using a recent client, describe the process used to evaluate benefits and perquisites, make recommendations, and implement recommendations. What changes did you recommend and why?

32 Separator Page ATTACHMENT 9

33 Item: Responsible party: Action requested: Background: COMMITTEE MEETING AGENDA ITEM COVER SHEET Proposed FY 2015 Executive Performance Incentive Plan Organizational Score Mick Zdeblick, COO Motion Required Executive Compensation Committee September 17, 2015 The FY 15 organizational goals for the Executive Performance Incentive Plan were approved by the Board prior to the beginning of the fiscal year Specific measurements for each goal were approved by the Board based on ECC review at the October 2015 meeting Result data has been verified and reviewed by the Executive Leadership Team (ELT) Organizational Goals account for 70% of executive performance pay, 80% of CEO s performance pay, and 50% of management staff s performance incentive pay Board approval of the score is dependent upon acceptance of the independent auditor s report. Committees that reviewed the issue and recommendation, if any: The Finance Committee has reviewed the financial threshold and operating margin results and will review the audit report on September 28 The Compliance Committee will review the final independent auditor s report on September 24 that verifies financial results and will recommend the Board accept the audit report at the October meeting The Quality Committee will review quality/patient safety, service, efficiency, and continuum of care results at its October 3, 2015 meeting. The Epic Steering Committee has verified the achievement of the Epic goal. Summary and session objectives : To review the organizational results against approved goals and measurements Suggested discussion questions: 1. Does the Committee support the recommendations as presented? 2. If not, what changes are suggested? Proposed Committee motion, if any: The Committee recommends the Board approve the organizational score as shown in the attached document. LIST OF ATTACHMENTS: FY 2015 Scored Organizational Goal Worksheet

34 Separator Page Att 9b - Scored FY 15 Org Goals

35 FY 2015 ORGANIZATIONAL GOALS SCORES FOR EXECUTIVE PERFORMANCE INCENTIVE PLAN CONFIDENTIAL DRAFT 8/26/15 Performance Measurement Organizational Goal FY15 Regulatory Compliance Benchmark 2014 ECH Performance Minimum Target Maximum Weight Joint Commission Accreditation Standard threshold Met Full Accreditation Threshold FY Evaluation Timeframe Actual Year End Full Accreditation RESULTS AND SCORING Performance Level Achieved Met Weighted Score N/A Financial Viability Budgeted Operating Margin Operating Margin re Budget Quality and Patient Safety 90% threshold recommended by Exec Comp Consultant OSHPD data for CA Avg 2011 = 4.0% Avg 2010 = 2.59%. 3.0% S&P A Rating Met 90% of Budgeted Threshold FY Met Met N/A FY 14 goal: 7.9% operating margin, achieved 9.4%; FY15 Goal:7.1% meet 0.5%>Budgete d Margin 1.0%>Budgete d Margin 12.0% FY 3.10% 100.0% 12.00% Rate of Med/Surg/Critical Care Patient Falls Service CALNOC best quartile: CALNOC best decile 0.73 per 1000 CALNOC Patient Days 1.45 FY % FY % 6.00% 1.60 Q % Q % 6.00% Improve 3 service metrics on the Corporate Scorecard (Based on CMS Qualified Methodology) - Improve RN Communication (Stretch) Avatar top 25% = 82% 10/12-9/ % 78.0% 79.0% 79.5% Q % - Improve Staff Responsiveness (Drive) Avatar top 25% = 73% 10/12-9/ % 67.0% 67.5% 68.0% Q % - Improve Medication Communication (Maintain) Avatar top 10% = 72% 10/12-9/ % 65.9% 67.0% 71.6% FY 68.31% Average of 3 Service Goals 70.3% 70.3% 71.2% 73.0% 12.0% Avg 72.32% 87.4% 10.49% Efficiency Medical / Surgical Length of Stay Improvement Opportunity CMS GMLOS = % FY % 0.00% Continuum of Care 30 day Medicare Unplanned Readmission (Enterprise) *Margin of Error +/-0.3% EPIC Validate EPIC Foundation and Complete System Design HSAG Regional All Cause = 17.4% 8.9% 8.9% 8.8% 8.7% 12.0% FY 10.90% 0.0% 0.00% N/A N/A by 6/2015 by 5/2015 by 4/ % June 2015 Completed in April 100.0% 10.00% TOTAL 70.0% 44.5% Percent of Maximum Achieved 63.6% Percent of Target Achieved 95.3%

36 Separator Page ATTACHMENT 21

37 No Board Meeting EXECUTIVE COMPENSATION COMMITTEE REVISED September 3, 2015 PACING PLAN FOR FY 2016 FY2016: Q1 JULY AUGUST SEPTEMBER 17, 2015 FY2016: Q2 Committee to take action on: 1. FY 15 organizational score 2. FY 15 individual scores for CEO & exec team 3. FY 15 performance incentive payout amounts (execs and CEO) 4. Discuss creation of ad-hoc and/or subcommittee(s) 5. Minutes of April 22 and May 28, 2015 meeting 6. Revise Executive Compensation Policy 7. Add General Counsel to Exec. Comp and Benefits Plan; FY 16 Base Salary Committee to receive: 1. Report regarding FY 15 Executive Performance Reviews OCTOBER NOVEMBER 17, 2015 DECEMBER No Board Meeting 14 - Board to take action on the following items: 1. Accept Moss Adam's financial audit 2. Approve FY 15 organizational score 3. Approve FY 15 executive individual scores 4. Approve FY15 executive payout amounts (discuss in closed, vote in open) 5. Determine CEO s discretionary score and FY 15 individual score 6. Approve FY15 CEO payout amount (discuss in closed, vote in open) 7. Add General Counsel to Exec Plan; FY16 Base Salary Executive incentive payouts 10/30/15 Committee to take action on: 1. Letter of rebuttable presumption 2. Minutes from September 17, 2015 meeting Committee to Discuss : 1. Executive Compensation Consulting RFP process: Scope of Work, Candidate firms, Selection process and criteria *Semi-Annual Board and Committee Gathering November 4, 2015 Mitch Olejko prepares cover letter for rebuttable presumption action Staff initiates RFP for consultant 1

38 13 Board to take action on the following items: 1. Accept letter of rebuttable presumption Beginning of benefit /executive benefit plan year Staff receives RFPS FY2016: Q3 JANUARY FEBRUARY MARCH 24, 2015 Staff or sub-committee reviews proposals and determines finalists to meet with ECC Committee to take action on: 1. Interview and select Executive Compensation and Benefits Consulting firm 2. Minutes from November 2015 meeting Committee to review and discuss: 3. Update on FY 17 Strategic Planning and progress against FY 16 performance incentive goals 4. Update on succession planning, leadership development, and talent profiles 5. Executive Performance Appraisal Process 6. Long-Term Strategy *Semi Annual Board and Committee Gathering March 23,

39 FY2016: Q4 APRIL MAY 17, 2015 JUNE Committee will take action on: 1. Receive report on Executive Comp and Benefits 2. Determine proposed Committee FY 17 goals and action plan based on findings and recommendations 3. Review & may approve salary ranges for FY17 4. Review and discuss CEO s recommendations on FY 17 base salaries. may determine recommendation. 5. Review and discuss CEO s recommendations on FY 17 organizational and executive individual performance incentive goals. Determine recommendation. 6. Discuss and may determine recommendation on CEO s FY 17 base salary 7. Discuss and determine recommendation on CEO s FY 17 individual goals 8. Approval of March 2016 minutes 13 Board to take action on the following items: 1. Receive report on selection of Executive Compensation and Benefits Consulting firm Committee will review and discuss: 1. Update on 360 Review/Stakeholder feedback 2. Long Term Stategy 8- Board to take action on the following items: 1. FY 17 organizational goals 2. FY 17 executive individual goals 3. FY 17 CEO individual goals 4. FY 17 executive base salaries 5. FY 17 CEO base salary 6. FY 17 Committee goals 3