COUNCIL APPOINTED OFFICERS COMMITTEE
SUMMARY MINUTES
Special Meeting
December 10, 2025
The Council Appointed Officers Committee of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 4:30 p.m.
Present In-Person: Stone (Chair), Burt, Veenker
Absent: None
Call to Order
Chair Stone called the meeting to order. The clerk called the roll with all present.
Public Comments
No requests to speak.
Agenda Items
1. Discussion, Debrief and Recommendation to the City Council Regarding the Council Appointed Officer (CAO) Performance Evaluation Process; CEQA status – not a project Dan Rich, Consultant, Municipal Resource Group , indicated the point of the discussion was to debrief on the process and feedback on any desired changes.
Ed Shikada, City Manager , opined it is in everyone's interest to complete a timely review working on a fiscal year basis.
Molly Stump, City Attorney , encouraged redoubling efforts to get feedback in earlier in the fiscal year and that Council endeavor to raise the conversation to a thematic and strategic level.
Mahealani Ah Yun, City Clerk , seconded the City Manager and City Attorney's comments on scheduling.
Kate Murdock, City Auditor, echoed with the comments on schedule.
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Councilmember Burt observed if the reviews were moved later, it would get closer to a summation of the calendar year but would not be at the end of it. If moved to after the first of the year and completion of the calendar year and goals, there would be the prospect of new council members being in on a review they did not have much context on every couple years.
One possibility would be to move it a month or so later. The first steps are not very heavy on the Council time demands. The things that happen in May are during budget season but are not heavy demands to have a CAO Committee meeting. One thing is whether the Council members can receive the self -evaluations during the summer break so they have more time to be reflective. Mr. Rich indicated the calendar in the packet is the exact timing from this year. It was changed and delayed a little bit from the one that was adopted at the Committee meeting in the spring.
Vice Mayor Veenker thought it was odd to be making compensation decisions six months retroactive. It is a five to six -month process. Looking back at the calendar year prior, making comp decisions in the first six months in time to negotiate, and sync it up so that it makes sense would be beneficial. Vice Mayor Veenker supported findings ways to compress it so it did not take so long. It was suggested to consider having a special meeting where all four CAOs were reviewed. Addressing the performance the Committee would like to see from a thematic and strategic level is appropriate. An interesting question for Staff to ask the CAO, "what would be helpful to you, how can we support you in achieving the expectations we set?" Consideration needs to be expressed what the COLA does with respect to compression at the top and what effect that has on market standing of the CAOs.
Chair Stone found the evaluation of CAOs happening mid -year odd and advised the CAO chair could work to revise that process next year. Chair Stone agreed with the Vice Mayor's suggestion about a special meeting for the evaluations and with changing the process. It would make sense to change up the timing for the audit plan.
Councilmember Burt echoed the concept of having a special meeting for the in -person reviews.
It was suggested to compress it into the light August schedule, giving greater depth to the question of what is needed from Council in the next fiscal year to be successful, and adding a recap to the meeting. Emblematic examples to illustrate broader issues was emphasized.
Vice Mayor Veenker liked the language of talking about patterns versus grievances. If going the route of a special meeting devoted to each evaluation would allow the chance to build in a 20 to 30-minute reflection conversation immediately after each one. Feedback from the CAOs was invited. City Manager Shikada replied setting the date and doing that as early as possible was in everyone's interest. City Attorney Stump and City Attorney Stump appreciated the chance to focus on dialog.
City Manager Shikada observed self -evaluations were submitted July 17 giving Council a week or 2 to review prior to interviews. Setting and sticking to that schedule enables getting to the steps that follow. The goal should be to have the closed sessions with the CAOs in September ideally and early October at the latest. Vice Mayor Veenker thought scheduling it as a special
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meeting would make it easier to not have it crowded out from other Council matters. Having it the second week would be best to allow for vacations at the end of Council break. City Manager Shikada advised a special meeting for closed session discussion the draft write ups would be helpful.
Mr. Rich thought there is a way to get it all done in September. There was a one -month gap between the first closed session and the actual meetings with CAOs due to scheduling challenges based on agendas. Special meetings would take care of that problem. It would be more effective to go straight to the first meeting to review the raw draft in order to get a consensus of the majority of the Council. Vice Mayor Veenker was in agreement. Lining it up with BCC interviews was suggested. Christine Prior, Assistant City Clerk , commented Board and Commission interviews are generally done in March and October. Councilmember Burt stated a special meeting might also be a time to just have a study session item. It could work to not have individual comment solicitations provided the conversation is not rushed. Mr. Rich agreed being a special meeting gives more flexibility and not having the individual comments makes the first meeting more important and will take longer. Chair Stone liked the suggestion and wanted to clarify the draft will not be revised based on the individual feedback but it would still be helpful.
Councilmember Burt advised giving the opportunity to submit written comments but not having to revise the draft on the basis of those comments. Mr. Rich stated that would help to consolidate the timing. The comments could be provided to the full Council as part of the packet for the closed session.
Chair Stone asked City Auditor Murdock what time of year made the most sense to do evaluations. City Auditor Murdock thought a March or April timeframe would allow incorporating some of the comments into the next audit plan. Chair Stone said March would be a good time to schedule that and asked what Staff needs to incorporate this feedback.
Sandra Blanch, Human Resources Department Director , replied Mr. Rich would need to update the timeline with the Committee's recommendation to Council for approval and the updated timeline will be attached. Mr. Rich offered to write a memo to summarize the night's conversation and share with the Committee and CAOs. It was recommended to continue the CAO Committee meeting to kick off the process. One way to save time is to allow the CAO Committee to authorize the process and timeline. He did not know if it would be necessary to take it to Council now versus have next year's CAO Committee kick off the process. Vice Mayor Veenker wanted to see this memorialized and fed back to the Committee while it is fresh in their minds. Director Blanch asked if it could be an information item to the full Council so they are informed of the discussion. Vice Mayor Veenker reiterated it should be captured now but would be fine to talk about it in May. Chair Stone liked the idea of the informational report and providing feedback directly. Mr. Rich will work with Staff, Chair, and Committee to prepare the summary memo to make sure everyone is on the same page and go to Council as an info only item. Chair Stone said the CAO in May could discuss it when the process is kicked off.
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Item 1 Public Comment
1. Herb B. discussed concerns about having serial individual meetings and that the calendar should include the goals and key performance indicators the evaluations are based on.
Councilmember Burt indicated that raised the issue of whether the key performance indicators is something the Committee wanted to be public. There were discussions on to what extent they are the same or different from the set of project goals the City Manager details and updates quarterly but it was not resolved. That should be rolled as an item for the kickoff meeting next year. Vice Mayor Veenker concurred but would appreciate guidance, examples, etc. from other cities that have been public in terms of the detail and scope and wanted Mr.
Rich's advice. Mr. Rich recalled the process was any KPIs that came out of the goals set for the City Manager would be incorporated in part of the public process in January when Council does their goal setting. This is a confidential personnel matter. Vice Mayor Veenker replied even if what is discussed in closed session is not made public, public comment could still be heard on it. Councilmember Burt agreed it would be helpful to have reference points. Going into the January meeting, it would be good to have redistributed feedback in the review sessions to look at in the context of when the goals based on Council priorities are being considered. City Manager Shikada agreed they should be public. They have been incorporated through the Council priority setting sessions as well as a variety of performance measures reported through the budget.
NO ACTION
2. Discussion and Recommendation to the City Council on Next Steps for the Internal Audit Services Contract with Baker Tilly that ends June 2026; CEQA Status – Not a Project Director Blanch reported the current contract with Baker Tilly will end on June 20, 2026. Staff asked for direction on whether to extend the contract up to two years, renegotiate the contract if the CAO Committee has a desire to modify the terms and conditions, or explore alternative service providers that would require issuing a request for a proposal.
Vice Mayor Veenker did not have reason to recommend an RFP for an alternate provider and wanted to understand the arguments for renegotiating. Kiely Nose, Assistant City Manager, indicated Staff did not believe there to be a need to renegotiate. One year ago, the Committee gave direction and Council approved to negotiate an up to three year extension, one year for certain, and then the option for the two additional years pending the completion of the annual appointee evaluation. The annual review of the appointee has been completed. This is the next step of exercising the option of the two -year extension or doing something different. Vice Mayor Veenker inquired if the options is only for two years or a one plus one situation.
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Assistant City Manager Nose stated either direction could be taken from the Committee.
Councilmember Burt thought a one year extension would be desirable if that is part of the contractual option. Assistant City Manager Nose indicated the contract states two years. If the Committee's recommendation is to renegotiate that to one year, that could be the renegotiation.
Assistant City Manager Nose articulated the auditor works on an annual workplan and it takes a full 12 months and then some to develop and execute the workplan. A one year extension would only extend for a portion of that. It is almost an 18 -month process as the risk assessment is done and then move through and execute the workplan. Vice Mayor Veenker observed the point of the two year is to lock into a rate and saw no reason to forego that.
Vice Mayor Veenker wanted to know about the termination clause. Assistant City Manager Nose answered the standard termination is 30 days. City Auditor Murdock stated section 19 of the contract says the City may suspend the performance of the services in whole or in part to terminate this agreement with or without cause by giving 10 days prior written notice thereof to the consultant.
Item 2 Public Comment - None
MOTION: Vice Mayor Veenker moved, seconded by Councilmember Burt to recommend the City Council exercise its option for one two-year extension of the Baker Tilly contract.
MOTION PASSED: 3-0
Future Meetings and Agendas
Chair Stone stated the pre-evaluation kickoff meeting will be held in May.
Adjournment: The meeting was adjourned at 5:35 p.m.