NOMINATING, GOVERNANCE
AND COMPENSATIONCommittee Charter

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CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORSOFTHE KAVLI FOUNDATION
Purpose and Scope
The primary function of the Nominating and Governance Committee (the “Committee”) of theBoard of Directors (the “Board”) of The Kavli Foundation (the “Foundation”) is to aid the Board
in reviewing, designing, and overseeing the governance structure of the Foundation, including
its Charter, Bylaws, Board committee charters and operations, Board Review Policy andPresidential grants of authority, management structure and responsibilities, and to provide
input and guidance on the Foundation’s policies and protocols, including those related toethics, confidentiality, conflicts of interest, security and governmental compliance. The
Committee is also charged with the responsibility of reviewing the compensation of theFoundation’s “C Suite” officers, including the President, Chief Financial Officer and such otherofficers over whom the Board has retained employment and benefits authority (collectivelyreferred to as “Foundation Officers”.
Composition
The Committee shall be comprised of not less than two (2) persons as appointed by the Board,
each of whom must be members of the Board.
The members and the chairperson of the Committee shall be appointed by the Board and shallserve until their successors shall be duly elected and qualified or their earlier resignation orremoval.
The chairperson of the Committee shall have the following roles and responsibilities:
 Provide leadership to the Committee;
 Work with staff to prepare the agenda for meetings; and Report progress towards goals to the Board.
Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall carry out the following specificactivities: Periodically assess the size and composition of the Board in light of the operating
requirements of the Foundation;
 Develop, review, and update membership qualifications for the Board and all Board
committees, including defining specific criteria for Director independence and committee
membership;
 Review and recommend Directors for continued service as required based on evolving
needs of the Foundation;
 Coordinate and assist management and the Board of Directors in recruiting new members
to the Board;

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Recommend prospective Directors, as required, to provide an appropriate balance ofknowledge, experience and capability on the Board;
Use best efforts to choose one Director from among the qualified descendants of Fred
Kavli’s father, Johann Kavli;Periodically review and as appropriate, make recommendations to the Board with respect
to the President and Chief Executive Officer's (1) annual base salary, (2) any bonus
arrangements, (3) any employment agreement or severance arrangement, and (4) any
other benefits, compensation or arrangements, based on an evaluation of his or her
performance and other relevant criteria as determined by the Compensation Committee.
The President and Chief Executive Officer shall not be present during voting or deliberations
regarding his or her compensation;

In consultation with the Chief Executive Officer, periodically review the compensation
arrangements of the other executive officers with respect to (1) annual base salary, (2) any
bonus arrangements, (3) any employment agreement or severance arrangement, and (4)any other benefits, compensation or arrangements;

Periodically review and make recommendations to the Board with respect to othercompensation plans in effect for the Foundation or proposed by management;

Make recommendations to the Board with respect to compensation for service as amember of the Board or a Board committee; and

Review the Foundation’s governing documents, including its Articles, Bylaws, andCommittee structure, Board Review Policy and Presidential grants of authority, and makeappropriate recommendations to the Board of Directors as the Committee determines
necessary.

Meetings
The Committee will meet regularly and as may be necessary or appropriate to discharge thefunctions specified in this Charter. Minutes shall be kept of each meeting of the Committee
and will be provided to each member of the Board. Any action of the Committee shall besubject to revision, modification or rescission by the Board, provided that no rights of thirdparties shall be affected by any such revision, modification or rescission.
Other Matters The Committee may retain, at the Foundation’s expense, outside counsel, or otherconsultants, experts and advisers of its choice that it deems necessary in the performanceof its duties. The Foundation shall provide appropriate funding to the Committee forpayment of (1) compensation to the independent consultants for services approved by theCommittee, (2) compensation to any outside advisers retained by the Committee pursuant
to this Charter, and (3) ordinary administrative expenses of the Committee that arenecessary or appropriate in carrying out its duties.
 In carrying out their duties, members of the Committee shall be entitled to rely on (i) theintegrity of those persons within the Company and of the professionals and experts (such as
outside counsel, compensation consultants, independent auditors, and any other outsideadvisors and experts) from which it receives information, (ii) the accuracy of the financial
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and other information provided to the Committee by such persons, professionals or experts
absent actual knowledge to the contrary (which shall be promptly reported to the Board),and (iii) representations made by management or such professionals or experts.
The Committee may delegate portions of activities to a consultant, subcommittees of theCommittee or to management as the Committee may deem appropriate in its sole
discretion.
The Committee shall, periodically, review and assess the adequacy of this Charter, conduct
a self-assessment to evaluate the performance of the Committee, and recommend any
proposed changes to the Board.

Approved by the Board of Directors on June 18, 2020
Rock Hankin, Chair _________________

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