Adopted April 20, 2011; and Amended on July 26, 2023
The Investment Committee (the “Committee”) of the Board of Trustees (the “Board”) of the Robert Wood Johnson Foundation (the “Foundation”) will assist the Board in fulfilling its oversight responsibility for the investment assets of the Foundation (the “Endowment”).
II. Responsibilities and Duties
The Committee shall have the following responsibilities:
- Periodically review and approve appropriate investment policies and guidelines for the Endowment, including asset allocation targets and performance benchmarks.
- Periodically review and evaluate the performance of the Foundation’s investments, including comparing results to the Foundation’s return objectives and benchmarks and to such other factors that the Committee deems appropriate.
- Oversee and periodically review the Investment department’s key investment processes, including: portfolio construction; manager selection, monitoring, and termination; risk management; liquidity; and operations; and other activities the Committee deems appropriate. Periodically review and evaluate, in conjunction with the president and chief executive officer, the structure, approach, capabilities, and effectiveness of the Foundation’s Investment department.
- Annually review and evaluate, in conjunction with the president and chief executive officer, the performance of the chief investment officer and provide input to the Executive Compensation Committee on the compensation of the chief investment officer. Evaluation and review of the performance of other Investment department staff are the responsibility of the chief investment officer.
- Periodically review and evaluate the incentive compensation plan for certain members of the Investment department staff and recommend to the Board for approval any material changes to such plan.
- Periodically review and evaluate all direct and indirect investment management fees and investment-related expenses paid by the Foundation to ensure that they are reasonable.
- As deemed appropriate, establish policies and procedures to determine how equity securities held directly by the Foundation are to be voted in any proxies.
- Approve those investments for which approval authority has not been delegated by the Committee pursuant to Section III below.
- 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. Delegation of Authority
The Committee may delegate to the Foundation’s Investment personnel or external investment managers the authority to approve such investment matters as the Committee deems appropriate. The Committee also may form, and delegate its authority under this charter to, subcommittees, as it deems appropriate.
The Committee shall consist of not fewer than three members of the Board, appointed annually by the Board, at least one of whom shall also be a member of the Finance Committee of the Board. In addition, the president and chief executive officer shall be a member of the Committee without voting rights. The Foundation may not pay compensation to any of the members of the Committee (other than any Committee members who are employees of the Foundation) except the fees that they receive for service as a member of the Board or any committee thereof. The Board may appoint the Committee’s Chair, but if the Board has not appointed a Chair, the Committee shall elect a Chair from among its voting members.
The Committee shall meet at least quarterly 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 chief investment 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.
VI. Outside Advisors
The Committee shall have the authority to obtain advice and assistance from internal or external legal, investment, or other nonvoting advisors and to take such other action as it may deem appropriate. The Committee may appoint nonvoting advisors to regularly attend and participate in its meetings, and in such cases such nonvoting advisors shall be eligible to serve in that capacity for no more than three, two-year terms at the discretion of the Committee. All fees and expenses authorized by the Committee in connection with such advisors’ service shall be promptly paid by the Foundation.