Agenda Board of Directors • Compensation Committee November 19, 2019 • 3:30 pm to 5:30 pm (ET)

St. Regis Hotel 923 16th and K St. NW Washington, DC 20006 Room: Marquis DeLafayette Attire: Business

Closed Agenda

1. Call to OrderPresenter: Ken Capps, Chair

2. Appoint Secretary to Record Minutes

3. Antitrust StatementPresenter: Ken Capps, Chair

4. Approve Minutes for the Compensation CommitteePresenter: Ken Capps, ChairReference: a) Draft Minutes for the August 21, 2019 Compensation Committee

Meeting b) Draft minutes for the November 4, 2019 Compensation Committee

Action:Teleconference

Approve Minutes

5. 2019 Corporate Goals Performance and Determination of Incentive AwardPresenter: Deandra Williams-Lewis and Tim GallagherDescription:

Reference: Action:

Discuss the corporate performance as it relates to the 2019 corporate goals and make a recommendation regarding the Incentive Award percentage. 2019 Corporate Goals Results Achievements and Award Recommendation Discussion and Approval

6. Review and Approve 2020 Corporate Goals & New Incentive ScalePresenter: Deandra Williams-Lewis and Tim GallagherDescription: Discuss proposed 2020 Corporate Goals Reference: a) 2020 Corporate Goals

b) New Performance Ratings and Incentive Scale – provided at meetingAction: Discussion and Approval

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7. Review and Approve 2020 Retirement Benefits including Annual “Discretionary Profit-Sharing” Contributions and 2020 Miscellaneous & Welfare Benefits as part of TotalCompensationPresenter: Wendy Weaver and Deandra Williams-LewisDescription: Review recommendations regarding 2020 Retirement Benefits including

annual “Discretionary Profit-Sharing” contributions and approve recommended percentage for 2020, and review and approve 2020 Miscellaneous & Welfare Benefits according to the policy on evaluating and setting employee total compensation and the policy on determining annual “discretionary profit-sharing” contribution.

Reference: a) Retirement Benefits Recommendations Spreadsheetb) Misc. Benefits Recommendations Spreadsheetc) Health Benefits Recommendations Spreadsheetd) ERO Benefits Benchmarkinge) Total Compensation Checklistf) Pay Governance Total Compensation & Benefits Update Letter

Action: Discussion and Approval

8. Staffing Demographic ReportPresenter: Wendy Weaver and Deandra Williams-LewisDescription: Review staff turnover rate, retention rate and vacancy rate for 2019.

Reference:

Action:

Ms. Weaver will also provide an update on ReliabilityFirst’s recruiting, diversity and inclusion efforts. Ms. Williams-Lewis will provide an update on the pay equity analysis conducted on 2018 salaries. Staff Turnover, Retention and Vacancy Analysis, Demographics Update, and Pay Equity Analysis Summary Information and Discussion

9. Long-Term Incentive ContractsPresenter: Tim GallagherDescription: Mr. Gallagher will provide an update on the Long-Term Incentive Contracts

ending in 2019. Action: Information and Discussion

10. Overview of Merit Increases for 2020Presenter: Tim Gallagher and Deandra Williams-Lewis Description: Review overview of merit increases and aggregate employee ratings; Approve

overall merit increase for 2020 budget. Reference: Additional details to be presented at the meeting Action: Discussion and Approval

11. Compensation Committee Charter Review/PerformancePresenter: Ken Capps, ChairDescription: Chair Capps will review the Compensation Committee chart to determine if

any change should be proposed to the Board. Chair Caps will review the 2019 Performance of Charter Duties.

Reference: a) Compensation Committee Summary of Specific Dutiesb) Compensation Committee Charter

Action: Accept Summary of Performance of Specific Duties

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Closed Agenda – Compensation Committee Only

12. Review Executive Performance Presenter: Ken Capps, Chair Description: Chair Capps will review the performance of President. Action:

Discussion and Approval

13. Next Meeting: TBD

14. Adjourn

Roster • Compensation Committee

Ken Capps, Chair • Southern Maryland Electric Cooperative, Inc. (AL • 2019) Brenton Greene • Independent (I • 2019) Jennifer Sterling • Exelon (LLSE • 2019) Lou Oberski • Dominion Resources Services, Inc. (S • 2021)

a) Draft Minutes for the August 21, 2019 Compensation

Committee Meeting

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Draft Minutes Board of Directors • Compensation Committee August 21, 2019 • Louisville, KY The Brown Hotel 335 West Broadway, Louisville, KY 40202

Closed Session

Call to Order – Chair Kenneth Capps called to order a duly noticed closed meeting of the Compensation Committee (Committee) on May 22, 2019 at 3:12 pm (ET). A quorum was present, consisting of the following members of the Committee: Kenneth Capps, Chair; Jennifer Sterling; Lou Oberski; and Brenton Greene. A list of others present during the Committee meeting is set forth in Attachment A. Appoint Secretary to Record Minutes – Chair Capps designated Deandra Williams-Lewis as the secretary to record the meeting minutes. Antitrust Statement – Chair Capps advised all present that this meeting is subject to, and all attendees must adhere to, ReliabilityFirst’s Antitrust Compliance Guidelines. Approve Compensation Committee Meeting Minutes – Chair Capps presented draft minutes for the May 22, 2019 Compensation Committee meeting, which were included in the agenda package. Upon a motion duly made and seconded, the Committee approved the minutes as presented. 2019 Corporate Goals Update – Ms. Williams-Lewis discussed the progress to date on the 2019 corporate goals (included in the agenda package). This quarter’s version of the corporate goals incorporated feedback from the Second Quarter Committee discussion asking for red, yellow, and green indicators of goal progress. The Committee discussed the few goals that were yellow, primarily due to completion dates being pushed out. Ms. Williams-Lewis indicated that all goals were on target to be completed by end of the year. The Committee discussed potential dates for a conference call to review the draft 2020 Corporate Goals and agreed upon the morning of November 4th or November 8th.

Staffing Demographics Report – Ms. Williams-Lewis led a discussion on staff turnover, retention, and vacancy rates. One employee left the organization in the Third Quarter, resulting in a retention rate of 98% and a turnover rate of 1.25%. The organization already had a recruiting strategy in place to backfill the vacancy and the employee worked to close the loop on outstanding projects to ensure a smooth transition. Ms. Williams-Lewis reported that the Organizational Development and Human Resources team is continuing to drive a diversity and inclusion strategy, which involves benchmarking other companies and widening the talent pool in their recruiting efforts to bring the very best talent to

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ReliabilityFirst. They are also implementing internal best practices such as removing names from resumes during candidate selection to help eliminate unconscious bias. Review of Training and Development Plans –Ms. Williams-Lewis presented and led a discussion on the recent shift to Organizational Development and Human Resources (ODHR) Department now leading internal training. Ms. Weaver, HR Manager, has sought input from employee surveys, Individual Development Plans (IDP’s), Department Managers and Executives to develop a more intentional and focused training plan to target specific technical and soft skill competencies. Based on employee feedback, ReliabilityFirst will also pilot in 2020 a change from the traditional training week in January to quarterly trainings throughout the year. Ms. Williams-Lewis also shared that ODHR is working with the Finance Department to continue to match IDP’s and Department training plans with training budgets to ensure more accurate forecasting. Succession Plan Review and Update – Tim Gallagher and Ms. Williams-Lewis presented and led a discussion on ReliabilityFirst’s 2019 Succession Plan. They stated that to create the Succession Plan, the leadership team looks at critical roles across the organization and identifies staff that is “Ready Now”, “Ready 1-3 years”, “3-5 years” and “5+ years”. This year’s plan identified roles that do not have backfills and would require the organization to seek talent outside the organization. A new addition to the plan included a diversity snapshot, which allowed the committee to quickly identify roles where the pipeline for diverse candidates needs to be strengthened. Ms. Williams-Lewis and Mr. Gallagher noted that ReliabilityFirst recently implemented a new Performance Review tool, and would be meeting as an Executive team in the Fourth Quarter to revisit the succession plan and hold additional discussions about staff identified and action plans around development of those staff once performance reviews were completed. Review of Process for President & CEO Annual Performance Review –Ms. Williams-Lewis provided an overview of the annual performance review process for Mr. Gallagher. Executive Session with CEO –Ms. Williams-Lewis excused herself. The Committee held an executive session with Mr. Gallagher, during which they discussed with him the Succession Plan Addendum and Mid-Year Review of President & CEO Performance. Upon a motion duly made and seconded, the Committee accepted the 2019 Succession Plan, Succession Plan Addendum and Mid-Year Review of President & CEO Performance.

Next Meeting – Chair Capps noted that the next Committee meeting will occur on November 20, 2019 in Washington, DC. Adjourn – Upon a motion duly made and seconded, Chair Capps adjourned the Committee meeting at 5:00 pm (ET).

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As approved on this 20th day of November 2019, by The Compensation Committee, Robert V. Eckenrod Vice President, General Counsel and Corporate Secretary

Attachment A

Others Present During the Compensation Committee Meeting Deandra Williams-Lewis • ReliabilityFirst Wendy Weaver • ReliabilityFirst

Draft minutes for the November 4, 2019 Compensation

Committee Teleconference

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Draft Minutes Board of Directors • Compensation Committee Teleconference November 4, 2019 • Cleveland, OH ReliabilityFirst Corporation 3 Summit Park Drive, Suite 600 • Cleveland, OH

Closed Session

Call to Order – Chair Kenneth Capps called to order a duly noticed closed meeting of the Compensation Committee (Committee) on November 4, 2019 at 8:12 am (ET). A quorum was present, consisting of the following members of the Committee: Kenneth Capps, Chair; Jennifer Sterling; Lou Oberski; and Brenton Greene. A list of others present during the Committee meeting is set forth in Attachment A. Appoint Secretary to Record Minutes – Chair Capps designated Deandra Williams-Lewis as the secretary to record the meeting minutes. Antitrust Statement – Chair Capps advised all present that this meeting is subject to, and all attendees must adhere to, ReliabilityFirst’s Antitrust Compliance Guidelines.

2020 Corporate Goals Update – Ms. Williams-Lewis discussed the progress to date on the 2020 corporate goals (included in the agenda package). The Committee asked questions for clarification and understanding on a few of the Tier 2 initiatives, including ReliabilityFirst’s plan to build strategic relationships with the states within its footprint. Mr. Gallagher explained that NERC requested the Regions to develop relationships to assist states with the development of their own CIP standards, sometimes without knowledge of NERC Standards. NERC and the Regional CEOs agreed that the Regions could assist in broadening state awareness of such standards. The Committee requested staff to make a change to the wording for the Tier 2 initiative regarding participation in ERO and adhoc groups. The Committee also requested staff to add the weighting into the final document. Ms. Williams-Lewis stated that these changes would be included in the Q4 board documents. The Committee then discussed how to best share the 2020 Corporate Goals with the rest of the Board, feeling that the entire Board should have visibility to the draft and the ability to provide comments or ask questions prior to final approval of the 2020 Corporate Goals at the upcoming Fourth Quarter Board Meeting.

Next Meeting – Chair Capps noted that the next Committee meeting will occur on November 20, 2019 in Washington, DC.

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Adjourn – Upon a motion duly made and seconded, Chair Capps adjourned the Committee meeting at 8:50 am (ET).

As approved on this 20th day of November 2019, by The Compensation Committee, Robert V. Eckenrod Vice President, General Counsel and Corporate Secretary

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Attachment A

Others Present During the Compensation Committee Meeting Tim Gallagher • ReliabiliyFirst Deandra Williams-Lewis • ReliabilityFirst

CONFIDENTIAL

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