Adopted July 27, 2005, and Amended on July 26, 2023

I. Purpose

The purposes of the Human Resources Committee (the “Committee”) of the Board of Trustees (the “Board”) of the Robert Wood Johnson Foundation (the “Foundation”) are to provide oversight of, and periodically review, the workplace and compensation policies applicable to the Foundation’s employees (other than compensation of the Foundation’s officers) consistent with the Foundation’s merit-based performance management process and the budget review process.

II. Responsibilities and Duties

The Committee shall have the following responsibilities and duties:

  • Annual review of the performance of the president and chief executive officer based upon evaluation criteria developed by the Committee and provide input to the Executive Compensation Committee.
  • Review of the performance of the Chair following the first year of each term of service based upon evaluation criteria developed by the Committee and provide input to the Executive Compensation Committee.
  • Periodically review and assess the Foundation’s policies and procedures related to matters including employee compensation and benefits, reporting to the Board and recommending to the Board such changes as the Committee finds appropriate.
  • Periodically review and assess the Foundation’s policies applicable to employees and the workplace, including but not limited to equity, diversity, and inclusion; staff engagement; and talent acquisition and management, and recommend to the Board such changes as the Committee finds appropriate.
  • Review annually the portion of the Foundation’s proposed administrative budget relating to employee compensation and make recommendations to the Board as the Committee finds appropriate.
  • Periodically identify and review relevant market data related to employee compensation as appropriate and report to the Board on significant variations, if any, with the Foundation’s own policies and practices.
  • Periodically review and assess the Foundation’s employee benefit plans, including any qualified or nonqualified retirement plans that may be in effect (the “Plans”), and recommend to the Board such material changes thereto as deemed appropriate, except to the extent that the authority to approve such changes otherwise has been delegated by the Board, or assigned to another committee or an officer of the Foundation by the terms of the applicable plan.
  • As appropriate, delegate authority for certain investment functions of the Plans, as well as any successor Plans, to the Foundation’s Retirement Plan Committee (the "RPC"). As constituted by the Committee, the RPC’s duties include, but are not limited to, monitoring the performance and fees of investment funds for the Plans and making recommendations regarding retention, addition, or deletion of funds; maintaining an Investment Policy Statement for the Plans; and monitoring the performance and fees of the RPC’s independent investment advisors, and making any changes as appropriate. The RPC shall periodically report to the Committee on its activities and actions. The RPC shall serve as a named fiduciary within the meaning of Section 3(21)(A) of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Plans for purposes of the investment of the assets of the Plans, in accordance with the RPC Charter.
  • Ensure that considerations to address potential inequities tied to race, gender, disability, among other factors, and to advance race+ equity, are factored into and codified across Committee practices and decisions.

III. Composition

The Committee shall consist of not less than three members of the Board, appointed annually by the Board. The Foundation’s president and chief executive officer shall be a member of the Committee without voting rights, but no other executive officer or employee of the Foundation shall be eligible to serve on the Committee. The Foundation may not pay compensation to any of the members of the Committee except the fees that they receive for service as a member of the Board or any committee thereof. The Committee may form, and delegate its authority to, subcommittees, as it deems appropriate. The Board may appoint the Committee’s Chair, but if the Board has not appointed a Chair, the Committee shall select a Chair from among its members.

IV. Meetings

The Committee shall meet at least annually and more frequently as circumstances require or as the Committee’s Chair or as any two Committee members may request. The Chair shall set the agenda for each meeting in consultation with the president and chief executive officer. The Committee may request that any Trustees, officers, employees, agents, or advisors of the Foundation, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee and/or provide such pertinent information as the Committee requests.

V. Investigations and Studies; Outside Advisors

The Committee may conduct or authorize investigations into or studies of matters within the scope of the Committee’s responsibilities and duties, and may retain, at the Foundation’s expense, such experts and other nonvoting advisors or professionals as it deems necessary or appropriate to carry out its duties. All fees and expenses authorized by the Committee shall be promptly paid by the Foundation.