Three Elements:

1. The compensation arrangement must be approved in advance by a governing board (or a committe comprised entirley of independent directors) wthout conflict of interest.

2. The board or committee must obtain appropriate data as to comparability (e.g. compensation paid by similarly situated organization for positions with a similar role and scope of reponsibility.)

3. The board or committee must adequately document the basis for its determination (e.g. the record includes a description of the decision made, the comparability data relied upon, and the basis for determining the compendsation to be reasonable.)

Address each of these three elements to include specific data, addressing conflict of interest, and documenting the basis for its determination. Incorporate a strategy and action plan for any other challenges the organization meets as it relates to intermediate sanctions.