Purpose

The Board of Trustees (the “Board”) of The Maine Maritime Academy (“MMA”) established a Presidential Search Committee (the “Committee” or “PSC”) on July 24, 2024, for the purpose of conducting a search and recommending the next President of MMA (the “President”). The committee will serve in an advisory capacity to the Board, and in concurrence with the Board Chair, will recommend the next President for appointment by the Board. This charter sets for the roles and responsibilities of the Committee.

Membership

The Committee consists of eight (8) members, and staff designees appointed by the Chairman of the MMA Board:

• Wayne Norton, trustee, and Board Chair
• Katy Longley, trustee, and Committee chair
• Laurie Flood, Dean of the Faculty, representing faculty
• Anthony Hall, student Trustee
• Wendy Morrison, trustee
• Peter Stewart, Director of Campus Safety & Facilities, representing staff
• Miles Theeman, trustee
• John Webb, trustee, and alumni representative

Kate Noel, Vice President Advancement and College Relations, and Rhonda Varney, Advancement and College Relations Coordinator, are designated staff to assist the committee.

Committee members shall exercise their independent judgment to seek the best candidate for the position and serve until the Committee’s purpose has been achieved. If, for any reason, a member is no longer able or willing to serve his or her full term on the Committee, the Chairman of the Board of Trustees shall recommend a new member to fill the vacancy.

The Committee Chair and Board Chair shall be the official and only spokespersons for the Committee. The Committee Chair shall also serve as the conduit through which the Board responds to questions or provides advice and direction to the Committee. The Committee Chair shall communicate appropriate progress reports to the Board, the MMA community, and stakeholders.

Meetings

The Committee shall meet for the duration of the search and at a frequency deemed necessary to successfully complete its work. Attendance is expected at all meetings and at each stage of the process. Committee members are encouraged to participate in as many stakeholder meetings as possible. A majority of the members shall constitute a quorum. If a quorum is present, a majority of the members present shall decide any matter brought before the Committee. The Committee may also act by written consent in accordance with the bylaws of MMA.

Duties and Responsibilities

In addition to fulfilling any other responsibilities delegated to the Committee by the Chairman of the Board, the Committee shall:

• Seek input from the Board and the MMA community about the most important qualifications and characteristics for the next president and challenges facing the next president.
• Select and retain an executive search firm to assist the Committee with its overall responsibility for the recruitment, development, and evaluation of candidates, both internal and external.
• Establish a comprehensive consultative process that engages the Board, faculty, students, alumni, senior leaders, administrators and staff, and other stakeholders in the search.
• Develop, under the guidance of the executive search firm, the job specification to be used for evaluating candidates, including the identification of the challenges MMA may face over the next decade, as well as considerations of cultural fit and shared long-term vision.
• Engage in a thorough and professional process to screen, interview and evaluate candidates.
• The committee will work to identify a finalist candidate whom it will recommend to the full Board.
• In consultation with the executive search firm, the Committee shall establish parameters for employment and compensation, in consultation with the Governance Committee, for the successful candidate. The Committee shall not have the responsibility of discussing provisions of an offer of employment with candidates. Final terms for a contract or offer of employment shall be approved by the Board.

Authority to Engage Advisors

The Committee may select, retain, and obtain the advice of a retained search firm to assist with the execution of the Committee’s duties and responsibilities as set forth in this Charter. The Committee shall set the compensation and oversee the work of the executive search firm.

However, the Committee shall not be required to implement or act consistently with the advice or recommendation of its executive search firm and the authority granted in this Charter shall not affect the ability or obligations of the Committee to exercise its own judgment in fulfillment of its duties under this Charter. The executive search firm will be subject to all operating principles of the Search Committee. The executive search firm will perform reference checking and due diligence on behalf of the Committee. Committee members will refrain from unauthorized or informal reference checking unless specifically directed by the Chair of the Committee. The Committee may retain other professional advisors as appropriate.

Confidentiality

Committee members, designated staff and any others involved in the search process will adhere to strict confidentiality. Confidentiality is mandatory with respect to all candidates, committee work and deliberations during and after the search process. It is a condition of membership of the Committee (as well as the liaison and staff assigned) that its deliberations and all matters pertaining to its proceedings will be held strictly confidential. Acceptance of membership constitutes an undertaking to adhere to this condition.

Conflicts of Interest

Each member must disclose any conflict of interest that could affect their judgment on the Committee. All Committee members are subject to MMA policies and guidelines regarding conflicts of interest.

Report

The Committee shall:

• Report regularly on the progress of the Committee’s work at each Board meeting (during executive session) and maintain minutes or other records of the Committee meetings and activities as advisable.
• Be responsible to the Board for its activities.

Term

The Committee shall serve until it achieves its purpose. Once the Committee’s work is completed, it shall be retired, and all information presented to the Committee shall remain confidential.