Role, Responsibilities, and Process for the Compensation Committee

As executive compensation has steadily increased since the early 1990s, so has scrutiny of pay and the number of compensation standards intended to contain the growth of pay. Dodd-Frank’s imposition of Say-on-Pay in 2011 has been followed up with a host of disclosure rules culminating in the “Pay-vs-performance” requirement implemented in 2022 and the enhanced ‘Clawback’ rule in 2023. The spotlight on Compensation Committees has not dimmed. Regulations and policies are proliferating from both the formal regulators at the SEC and the proxy advisory firms that serve as informal regulators of corporate governance. The growing focus on ESG has further expanded the issues considered by Compensation Committees. Through all these changes, those Committees have had to retain their focus on the principal function of the Board, which is to support value creation at the companies they oversee.

In this program we cover everything a director needs to know to be an effective Compensation Committee Member or Chair, including:

• The role of the Committee, including its charter, fundamental responsibilities, and interactions with management and the rest of the Board
• What the Committee oversees, including pay for top officers, company equity plans, pay-related disclosures, and an increasingly broader set of human resource issues
• The Compensation governance process, including a typical planning calendar, working with advisors, and shareholder engagement

Beyond the basics, will cover key topics such as:

• Management pay in the context of strategy
• Peer group selection
• Compensation metrics, including GAAP vs. non-GAAP and financial vs. non-financial measures
• Proxy advisors
• Other hot topics, such as how ESG factors should factor into pay

Expect an intense exploration of Compensation Committee details along with time to interact with other top-tier Board candidates, public company Board faculty, and Compensation/Governance expert faculty. 

Approved Attendees Only: If you wish to learn more or apply to participate in this program, apply at ceotrust.org/apply. If you register here, you will still be subject to screening, and fees will be returned if denied entrance.