EXECUTIVE COMPENSATION

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1 LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION EXECUTIVE COMPENSATION POLICY AND PROGRAM EFFECTIVE JANUARY 15, 2009

2 LA.CERA LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION EXECUTIVE COMPENSATION POLICY AND PROGRAM Table of Contents EXECUTIVE COMPENSATION POLICY AND PROGRAM 1 Executive Compensation Policy 2 INTRODUCTION 2 PURPOSE 2 ASSUMPTIONS 2 REVISION AUTHORITY 2 EFFECTIVE DATE 2 Executive Compensation Program OVERVIEW PHILOSOPHY ESTABLISHING COMPENSATION COMPETITIVE BENCHMARKING BASE PAY 4 PERFORMANCE-BASED PAY 4 PRO-RATA INCREASES 5 Performance Committee 6 OVERVIEW 6 AUTHORITY 6 COMPOSITION 6 MEETINGS 7 RESPONSIBILITIES 7 1

3 LACERA LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION Executive Compensation Policy INTRODUCTION 1 The LACERA Boards' fiduciary duties of loyalty, skill, care and diligence extend across all facets of LACERA governance. Accordingly, our Board members recognize that one of their most important functions is to assure the organization has effective executive management. This includes the establishment of a Performance Committee to provide oversight to an Executive Compensation Program that supports the successful recruitment, development, and retention of executive talent allowing LACERA to fulfill its mission and successfully meet its business objectives. PURPOSE 2 This Executive Compensation Policy (the "Policy") serves to establish the Performance Committee (the "Committee") and its authority, roles, and responsibilities relating to the oversight of the LACERA Executive Compensation Program. ASSUMPTIONS The LACERA Executive Compensation Policy and Program rest on the following important assumption: a) The role of certain senior officer positions at LACERA, such as that of the CEO, is distinct from that of staff; therefore the compensation requirements of such a senior position may be different, as well. REVISION AUTHORITY 4 The LACERA Boards reserve the right to rescind or modify this Policy and the Compensation Program derived from it at any time. EFFECTIVE DATE 5 This Policy and the Program derived from it was adopted by the Board of Retirement on January 15, 2009 and the Board of Investments on January 14,

4 Executive Compensation Program OVERVIEW 1 This Executive Compensation Program (the "Program") describes the guiding philosophy and objectives that enable LACERA to attract, retain, motivate, and fairly compensate professional executive leadership. PHILOSOPHY 2 The Program is designed with the goal of providing remuneration that is fair, reasonable, and appropriately competitive. The purpose of the Program is to not only help LACERA recruit and retain qualified executive leadership, but to motivate leadership by linking compensation to performance that serves LACERA's mission and purpose to provide outstanding customer service to our members and beneficiaries. OBJECTIVES The objectives of the LACERA Executive Compensation Program are as follows: a 0 a) To provide fair, reasonable, yet competitive executive total compensation; c) To encourage and further transition to a "pay for performance" culture that recognizes and incentivizes individual achievement as well as organizational success; and d) To properly balance LACERA's needs to be competitive for competent talent with our 0 obligation to act as prudent fiduciaries and operate within the limits of available 0 financial resources. 0 0 ESTABLISHING COMPENSATION b) To ensure that LACERA is in a position to attract and retain competent executive talent; 4 The Program is designed to afford LACERA with the opportunity to reasonably compete for talent. In general, a well-structured compensation program is considered "competitive" when it is targeted at the competitive median of comparative organizations and varies increases based on the level of performance. COMPETITIVE BENCH MARKING 5 The relevant comparator groups for the LACERA Program consist of national public pension 0 organizations; comparative California public pension organizations; and similar-sized, local 0 departments of the County of Los Angeles as appropriate. 0 0

5 COMPETITIVE BENCHMARKING (continued) 6 Each year, a compensation report is provided to the Committee through the use of the most current market data available provided by reliable third party sources and public disclosures by relevant comparator organizations. These comparator organizations include both local and national pension organizations as appropriate. In general, the national market data is sourced from nationally recognized compensation consulting firms. These market analyses include base salary and variable compensation. BASE PAY 7 LACERA does not typically grant regular, annual base salary increases to executives. Instead, increases to base salary are awarded when necessary to address significant changes in the external competitive market for a given position, to recognize an executive for assuming significant additional responsibilities, or to achieve an appropriate competitive level due to a promotion to a more senior position. 8 Determination of base salary ranges will be based upon: a) Consideration of internal equity factors, b) Relevant marketplace salary survey data, c) A review of relevant data when a position becomes vacant, d) Data gathered when the Performance Committee determines a special survey is necessary, or e) Consideration of industry standards and best practices relative to executive compensation. 9 The base salary range for the CEO position will be adjusted on the basis of the CEO salary data compiled from organizations most comparable to LACERA. The CEO salary range will be targeted at the competitive median of the survey data. PERFORMANCE - BASED PAY 10 The foundation of any salary increase is the level of LACERA performance. LACERA believes that the best way to accomplish alignment of the Program with the best interests of our members is to link pay directly to LACERA performance defined by our fulfillment of our mission, objectives and goals. 4

6 PERFORMANCE-BASED PAY (continued) 11 The concept of performance-based pay or variable compensation is that a portion of an executive's total or direct compensation is dependent upon making significant contributions to the achievement of key objectives of the organization. Achievement above or below the "Competent" level is recognized by a greater or lesser salary increase. 12 Based on the final performance evaluation scores and overall review of both Boards, the Committee makes a recommendation for any salary increase for the CEO for review and action by the Boards. 1 LACERA does not employ the use of incentive target percentages or formulas for salary increases or performance-based pay. Rather, discretion is exercised in determining the total compensation to be awarded to executives and other principal officers in consideration of the overall administrative budget available and our members. As a result, LACERA establishes compensation levels that are not only appropriate to recruit and retain qualified executive leadership, but support our fiduciary responsibilities. PRO - RATA INCREASES 14 Salary increases may be prorated based on the months of service for executives who are appointed during the fiscal year. The recommendation for a pro-rata salary increase will be based on the nature of the performance measures, the level of progress in their achievement, as well as the overall performance at the time of the appointment. 5

7 Performance Committee OVERVIEW 1 The Performance Committee (the "Committee") is a standing committee of the Boards of Retirement and Investments of the Los Angeles County Employees Retirement Association ("LACERA"). The purpose of the Committee is to support the Boards in promoting the best interests of LACERA and its members through the implementation of sound compensation and performance policies and practices. 2 The Committee will accomplish this purpose chiefly by, a) Except as otherwise directed by the Boards, recommending to the Boards the compensation of the Chief Executive Officer ("CEO"), and b) Providing oversight of LACERA Executive Compensation Program (the "Program"). This overview of the Committee, which has been approved by the Boards in the CEO Evaluation Guidelines, constitutes a statement of the Committee's authority, structure, and responsibilities. AUTHORITY 4 The Committee shall address compensation and performance issues of the CEO as appropriate. The Committee shall have the authority to direct staff to retain or obtain advice from internal or external advisors as appropriate, and shall have authority to; a) Direct staff to retain and terminate independent consultants to assist in the analyses of compensation and performance issues of the CEO and; b) Approve fees and other terms for such consultants. COMPOSITION 5 The Committee is generally comprised of the three () officers of both Boards (Chair, Vice- Chair, and Secretary) for a maximum of six (6) Committee members.' A Committee member that leaves Board service will be replaced automatically when the Board replaces its missing officer. 'Note: The number of Committee members is dependent upon the designated Chair, Vice-Chair, and Secretary appointments of the Boards of Retirement and Investments. In the event that one or more officer seats are filled by the same Board member, the total Committee membership could be as few as three () members. 6

8 MEETINGS 6 The Committee meets at least once annually or more frequently as circumstances require. The designated Chairperson of the Committee, in consultation with other Committee members, shall direct the agendas and determine the frequency and length of the Committee meetings. 7 CEO Compensation Annual Review Meeting: The Committee's primary compensation meeting is generally held toward the end of the calendar year. During this meeting, the Committee discusses the overall performance of the CEO based the performance evaluation of both Boards as well as the CEO Self-Assessment Report. While the Committee and Board discussion of the performance issues are held in closed session, any discussion of compensation must be held in open session. RESPONSIBILITIES 8 The responsibilities of the Committee may include the following: a) Develop for adoption by both Boards the written policy that documents the Executive Compensation Program and its administration. b) Periodic review of the LACERA Executive Compensation Policy and Program as well as the CEO Evaluation Guidelines to ensure that they are appropriately suited to meet LACERA's need to attract, retain, and motivate outstanding executive management, and recommend changes to the Boards as appropriate. c) Annual review of the compensation of the CEO based on LACERA performance and with consideration of appropriate factors such as the value of compensation to such administrators at comparable organizations, internal equity, and compensation history. 7

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