2022 NACD Public Company Board Practices and Oversight Survey

In brief: The 2022 NACD Public Company Board Practices and Oversight Survey report presents an overview of boardroom activities and trends in several critical areas, including cybersecurity, ESG, DE&I, and human capital. It also includes information on boardroom dynamics, with data on how directors identify outstanding board performance and common barriers to high-level performance.

The focus on the board’s compensation committee has never been sharper. The components of compensation plans and the link between compensation and company performance are under intense scrutiny from shareholders, employees, policymakers, the media, and other stakeholders. The Report of the NACD Blue Ribbon Commission on the Compensation Committee revisits NACD’s 2003 Report of the NACD Blue Ribbon Commission on Executive Compensation to highlight the new environment in which compensation committees—and, more broadly, boards—are now operating. It recommends that the compensation committee and board work together to establish an executive compensation philosophy that supports the company in creating long-term, sustainable value.

The report includes ten specific recommendations for compensation committees to consider when evaluating their compensation philosophies. It also provides practical tools, such as sample compensation committee charters, a compensation committee assessment, and guidance on executive employment contracts.