Compensation Committee Resource Center

This resource center contains material to help compensation committee members operate most effectively in the face of sharper focus on their work. For materials related to director compensation, please see NACD’s Resource Center on the Nominating and Governance Committee.

Understanding the Compensation Committee’s Role and Scope

How Can Compensation Committees Improve Their Impact on Talent Planning? NACD Compensation Committee Chair Advisory Council Brief: The Compensation Committee’s New Role in Human Capital and DE&I Directors’ Duty: How to Increase Compensation Transparency? With Volatility and Rising Interest Rates, Will Some Performance-Based Equity Awards Be Worth the Greater Cost? How Compensation Committees Are Battling Uncertainty, Talent Woes Compensation Experts Exchange Insights on ESG, Planning Amid Turbulence The Board's Role in Human Capital Management (Harvard Law School Forum on Corporate Governance) Compensation Committee Charter Tool Providing Human Capital Oversight Compensation Committee Basics: Oversight of Executive Pay Sample Compensation Committee Evaluation Template Sample Compensation Committee Assessment Questionnaire

Setting Executive Compensation Metrics

Pay vs. Performance: What Do Public Company Directors Need to Know? Fall 2021 Compensation Committee Chair Advisory Council Meeting Brief: Directors Are Grappling with Ways to Tie Pay Incentives to Climate Goals Under Mounting Investor Pressure Pre-IPO Compensation Planning: Preparing for New Investor Base and Market Expectations Tying Pre-IPO Compensation to ESG Commitments Incentive Pay Models at Privately Held and Nonprofit Organizations Employee Engagement: The Next Frontier of Compensation Performance Goals ESG Reporting and Non-GAAP Measures in Incentive Compensation Plans Compensation Metrics in the Stakeholder Era When Using EPS in Incentive Plans, Take Time to Specify How it’s Calculated The Role of Nonfinancial Metrics in Pay Plan Design and Payouts Understanding Nonfinancial Metrics Sample Long-Term Oriented Performance Metrics

Executive Compensation

Assessment and Integration: The Role of ESG in Executive Compensation Overseeing Executive Compensation and Leadership Development Should Be the Role of the Compensation Committee Compensation Committee Chair Advisory Council: COVID-19 Implications Four Operating Principles for Developing Resilient Executive Compensation Programs The Family Business Board Role in Executive Compensation Planning: An Illustrative Case Using Executive Pay as a Tool for M&A Success How Inflation Complicates the Compensation Committee’s Job Executive Compensation in a SPAC Transaction—By Failing to Prepare, Are You Preparing to Fail? (Pearl Meyer) Five for the Future: Top Concerns for the Compensation Committee Agenda in 2021 (Pearl Meyer) Incentive Plan Payout Patterns in a Pre-COVID-19 World Executive Compensation in Bankruptcy: Motivating Key Employees through Corporate Financial Distress (Pearl Meyer) ESG and Executive Remuneration—Disconnect or Growing Convergence? (Harvard Law School Forum on Corporate Governance) What a Stakeholder Approach Means for Executive Compensation (Semler Brossy) Aligning Executive Compensation with Corporate Strategy Socially Conscious Perspectives on Pay Practices

Director Compensation

2022–2023 Director Compensation Report 2021–2022 Director Compensation Report Director Compensation and Demographic Trends Align Boards with Stakeholders, Report Reveals 2020–2021 Director Compensation Report Top 200 Director Compensation – Preview of 2020-2021 Director Compensation Report Considerations on Non-Employee Director Compensation Companies Simplify Director Pay as Board Oversight Role Becomes More Complex

Videos and Webinars

Upcoming Webinars How Talent Concerns Are Changing the Use of Equity Grants Are Your Board Compensation Practices Keeping Pace? Organizational Health: A Common Thread for the Compensation Committee in ‘22 Human Capital Management Disclosure: Lessons Learned and Future Approaches M&As and Retaining Key Talent: How Do Your Change-in-Control Plans Stack Up? Top Concerns for Compensation Committees Facing Another Uncertain Year Tools for Managing 2020 Payouts and Setting 2021 Target Compensation What Does the Data Say About Diversity and Inclusion in Executive Compensation? Is 2020 Upending Compensation Committee Best Practices? Reevaluating Short- and Long-Term Incentive Plans During a Crisis Conducting Business Under Lockdown: Do Your Executive and Director Compensation Programs Need to Change? Has Director Pay Reached a Tipping Point? A 2020 Vision for the Compensation Committee ESG: Building Shareholder-Focused Incentive Plans for a New Generation of Investors Good, Bad, or Indifferent? An Objective Look at Proxy Advisors

Sample Compensation Committee Charters

Adtalem Citigroup, Inc. Fox Corporation Honeywell Peleton Walt Disney Company