2013 NACD Compensation Committee Chair Advisory Council Summary of Proceedings

On May 14, 2013, NACD and partners Farient Advisors and Gibson, Dunn & Crutcher cohosted the third meeting of the Compensation Committee Chair Advisory Council. Pay-for-performance disclosure was just one of the issues discussed at the meeting, which brought compensation committee chairs from Fortune 500 companies together with key stakeholders. Highlights of the discussion included: 

  • Reflections on the third year of say-on-pay voting, regulatory trends in Europe, and the outlook for compensation regulation in the US. 
  • Approaches leading companies use to ensure all board members have a full understanding of the complexities of executive pay plans.
  • Issues compensation committees need to consider when communicating executive pay plans to investors. 

As noted in the Summary of Proceedings, the Compensation Committee Chair Advisory Council is working to establish common approaches to defining "actual pay" for executives, and the relationship between pay and performance, via short survey of directors. The survey results will inform NACD's comments to the SEC regarding its forthcoming guidance on compensation disclosures.