CT Municipal Electric Energy Cooperative CMEEC

MINUTES OF THE SPECIAL MEETING OF THE JOINT COMPENSATION COMMITTEE OF THE BOARDS OF DIRECTORS OF CONNECTICUT MUNICIPAL ELECTRIC ENERGY COOPERATIVE AND CONNECTICUT TRANSMISSION MUNICIPAL ELECTRIC ENERGY COOPERATIVE March 5, 2021 A Special Meeting of the Joint Compensation Committee of the Boards of Directors of Connecticut Municipal Electric Energy Cooperative (“CMEEC”) and Connecticut Transmission Municipal Electric Energy Cooperative (“CTMEEC” or “Transco”) was held via Zoom and telephonically on Friday, March 5, 2021 at 9:00 a.m. The meeting was legally noticed in compliance with Connecticut State Statutes and all proceedings and actions hereafter recorded occurred during the publicly open portions of the meeting. The following Committee Members participated telephonically or via Zoom: Bozrah Light & Power: Richard Tanger Groton Utilities: Jeffrey Godley Jewett City Department of Public Utilities: Louis Demicco Norwich Municipal Representative: David Eggleston South Norwalk Electric & Water: Alan Huth South Norwalk Municipal Representative: Dawn DelGreco The following Non-Voting Members participated telephonically or via Zoom: Groton Municipal Representative: Mark Oefinger Jewett City Department of Public Utilities: Richard Throwe Norwich Public Utilities: Christopher LaRose Third Taxing District, East Norwalk: Kevin Barber The following CMEEC staff participated telephonically or via Zoom: Robin Kipnis, Esquire, CMEEC General Counsel Patricia Meek, CMEEC Director of Finance and Accounting Margaret Job, CMEEC Executive Assistant / Paralegal Others participating telephonically or via Zoom: David Silverstone, Esquire, Municipal Electric Consumer Advocate Ms. Job recorded. Committee Chair Alan Huth called the meeting to order at 9:01 a.m., noting for the record that the meeting is being held telephonically and via Zoom. He explained that all participants’ devices should remain on mute unless speaking to eliminate confusion and background noise. He requested participants state their name before speaking for clarity of the record. Specific Action Item A Public Comment Period No public comment was made. B Roll Call Ms. Job conducted roll call with each participant responding individually as their names were called. Committee Chair Huth confirmed a quorum was present. C Approve the Minutes of the February 18, 2021 Special Meeting of the Joint Compensation Committee A motion was made by Committee Member Jeffrey Godley, seconded by Committee Member Richard Tanger to approve the Minutes of the February 18, 2021 Special Meeting of the Joint Compensation Committee. Motion passed unanimously. D Discuss and Possibly Approve a Recommendation for CEO Base Salary Adjustment Committee Chair Huth opened the floor for this discussion. The Committee commenced discussion on an appropriate range of percentages to consider for the CEO base salary adjustment. Committee Chair Huth explained that he had conducted research using executive salary surveys conducted by Home Town Connections, APPA and also inquired with similar Joint Action Agencies in the Northeast related to executive base salary adjustments. His research revealed that the range for base salary adjustment is between two (2%) and five (5%). After lengthy discussion, Committee Chair Huth entertained a motion to set a range of increase of Mr. Meisinger’s base salary between two (2.0%) and five (5.0%) percent. A motion was made by Committee Member Dawn DelGreco, seconded by Committee Member Godley to set the range of an increase in CEO base salary between two (2.0%) and five (5.0%). Motion passed unanimously. E Possible Executive Session Pursuant to C.G.S. Section 1-200(6)(A): CEO Performance Evaluation Ms. Kipnis reported that Mr. Meisinger had been asked if he preferred the discussion of his performance evaluation to be in public session, and he was comfortable with whatever the Committee preferred. A motion was made by Committee Member Louis Demicco, seconded by Committee Member Godley to enter Executive Session. Motion passed unanimously. The basis for entering Executive Session is pursuant to Connecticut General Statutes Section 1-200(6)(A). Members of the Committee, Messrs. Barber, LaRose, Oefinger, Throwe, and Mses. Kipnis, Meek and Job remained. The Committee entered Executive Session at 9:17 a.m. with instructions to return to Public Session upon completion of discussion in Executive Session. Mses. Kipnis and Meek left Executive Session at 10:25 a.m. Mr. Meisinger was invited to entered Executive Session. and entered the meeting at 10:27 a.m. The Committee entered Public Session at 10:43 a.m. Committee Chair Huth explained that the Committee completed their discussion on executive performance evaluation and orally provided its feedback to the CEO. Committee Chair Huth entertained a motion to approve a base salary increase of five percent (5.0%) retroactive to January 1, 2021, and an incentive payment of ten percent (10.0%) of base salary based on performance for the CEO. A motion was made by Committee Member Godley, seconded by Committee member DelGreco to approve the base salary increase of five (5.0%) percent and a bonus of ten (10.0%) percent of base salary based on performance for the CEO. Motion passed unanimously. F Adjournment Committee Chair Huth entertained a motion to adjourn. A motion was made by Committee Member David Eggleston, seconded by Committee Member Godley to adjourn. Motion passed unanimously. The meeting was adjourned at 10:48 a.m.