IEEE Policies

9.23   Guidelines for the Hiring, Terms of Employment and Compensation of the IEEE Executive Director

This Policy establishes guidelines for the following activities concerning the IEEE Executive Director: (1) IEEE Executive Director recruiting; (2) changing terms of employment of the IEEE Executive Director with IEEE; (3) establishing the IEEE Executive Director performance goals; (4) periodic evaluation of the IEEE Executive Director performance; and (5) modifications of the IEEE Executive Director’s compensation package.

These guidelines are subject to IEEE Bylaw I-306 - IEEE Executive Director and Other Staff.

Due to their personal nature discussions and reporting activities specified in these guidelines shall be performed in executive sessions, at the discretion of the Board of Directors.

1. IEEE Executive Director Recruiting
   
   The Board of Directors shall have the responsibility to recruit a new IEEE Executive Director.  
   
   
   1. The responsibilities of the IEEE Executive Director are described in IEEE Bylaw I-306. The Board of Directors shall develop a job description for the IEEE Executive Director position on the basis of Bylaw I-306.
      
      
   2. The Board of Directors shall determine a range for the total compensation package of the IEEE Executive Director. This range (and subsequent changes in this range) shall be approved before offers are made to candidates for the position. Whenever practicable, the Board shall approve the total compensation package range before interviews with candidates are conducted. The Board of Directors shall take such steps as may be necessary or appropriate to assure compliance with the intermediate sanctions rules under the Internal Revenue Code. 
      
      
   3. External consultants and search firms may be used in the process of recruiting and recommending a range of compensation for the IEEE Executive Director.
      
      
   4. The Board of Directors shall create a Search Committee.  At least two-fifths of the Search Committee voting membership shall consist of members of the Board of Directors.
      
      
   5. The Search Committee shall request suggestions for suitable candidates by the Board of Directors. 
      
      
   6. The Search Committee shall present its selected candidate for approval by the Board of Directors.
      
      
2. Changing the IEEE Executive Director's Terms of Employment with IEEE
   
   Changes in the IEEE Executive Director’s terms of employment with IEEE are defined as offering or renegotiating a contract between IEEE and the IEEE Executive Director; making material changes in the IEEE Executive Director’s responsibilities; restructuring the IEEE Executive Director’s compensation package resulting in material changes; and other material changes in the IEEE Executive Director’s employment terms, conditions and/or remuneration.
   
   Incremental annual changes in the IEEE Executive Director’s compensation package and changes in benefit plans applicable to all senior staff of IEEE are not considered changes in the IEEE Executive Director’s terms of employment with IEEE. 
   
   The Board of Directors shall propose and negotiate changes in the IEEE Executive Director's terms of employment with IEEE.
   
   
   1. Proposals for material changes in the terms of employment of the IEEE Executive Director shall require Board of Directors approval.
      
      
   2. Proposals for such changes shall be distributed to the Board of Directors at least 30 days prior to the meeting at which it shall be considered.
      
      
3. Establishing IEEE Executive Director Annual Performance Goals
   
   The Board of Directors shall define the prioritized goals of the IEEE Executive Director, in consultation with the IEEE Executive Director. These goals shall be presented to the Board of Directors at its first regularly scheduled meeting of the calendar year. 
   
   
4. IEEE Executive Director Performance Evaluation
   
   An annual review of the IEEE Executive Director shall be conducted in person by the President of the IEEE who shall collect input from the Board of Directors, IEEE volunteers and staff, and experts, customers, and others as the President deems necessary or appropriate. Prior to the review the President shall ask the IEEE Executive Director to submit a self-evaluation. Results of the review, including remarks by the IEEE Executive Director, shall be presented in summary form to the Board of Directors. Results of the annual review (and the subsequent discussions by the Board of Directors) shall be used in the process of setting goals for the IEEE Executive Director in the following year.
   
   
5. Annual Modifications of the IEEE Executive Director’s Compensation Package
   
   The Compensation Committee shall determine incremental modifications to the IEEE Executive Director's compensation package including salary adjustments, bonuses and benefits. In making this determination, the Compensation Committee shall consider the annual review, the overall performance of the IEEE, and other pertinent factors. The Committee’s decision shall be reported to the Board of Directors.