While we may be on the cusp of change, most large company
compensation committee members don't have more than a surface understanding of how their decisions to squeeze worker pay affect the economy, their businesses, and the lives of the people who work at the companies they represent.
To be sure,
compensation committee members base their decisions on the beliefs and desires of others, and that leaves a wide range of possible outcomes.
When the labor supply shrinks or demand for workers rises,
compensation committee members can choose to reward CEOs for giving their staff raises.
Having independent
compensation committee members and independent compensation consultants, which was also recently mandated, doesn't change the way CEOs are actually paid.
I have interviewed numerous
compensation committee members who are overwhelmed and intimidated by the glossy reports, the expertise of advisors, and the sheer complexity of how pay has morphed.
Not exact matches
It supports voting «no» on the
compensation plan and is advising against three board members, Compensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair M
compensation plan and is advising against three board
members,
Compensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair M
Compensation Committee Chair Wendy Cameron, Audit
Committee Chair Neil Dimick, and Compliance
Committee Chair Mark Parrish.
Not only that, but around a third of voting shares abstained from the reelection of every
member of the board's
compensation committee.
Sanger is a
member of the board
committee that, according to the firm's proxy statement, «oversees the company's incentive
compensation practices so that they are consistent with the safety and soundness of the company.»
Ronald Allen, another
member of Coke's
compensation committee, is also CEO of rent - to - own company Aaron's (AAN).
FORTUNE — Over the past three years, Alexis Herman, a Coca - Cola director and a
member of the drink company's executive
compensation committee, has received $ 2.9 million for her board work.
The IMF now faces a challenge that keeps
members of corporate
compensation committees up at night: explaining why they may have to pay a handsome severance package to an indicted executive.
Exxon board
member Bill George led a National Association of Corporate Directors Blue Ribbon Commission on «Executive
Compensation and the Role of the
Compensation Committee,» which included recommendations such as not offering contracts to executives (giving the board more flexibility in how it deals with the CEO's pay and tenure), which is reflected in the pay practices at ExxonMobil.
From 2005 through part of 2009, Google's
compensation committee included
members of Apple's board (Art Levinson) and Intel's (INTC) board (Paul Ottelini).
From 2008 to 2012, the board
member in question — Susan Arnold, who chairs the
compensation committee at Disney — received fees from Disney that were 70 % greater than the average received by Fortune 100 directors, according to an analysis by the Center for Economic Policy and Research (CEPR).
Formerly a director of Eagle Family Foods, Knoll, Inc., Tradecard, Inc., and TransDigm Group, Inc., Mr. Lee is a
member of our Executive and
Compensation Committees.
Mr. Cook has served as a director of NIKE, Inc. since November 2005, where he serves as the Chair of the
Compensation Committee and as a
member of the Nominating and Corporate Governance
Committee.
Mr. Danhakl is a
member of our
Compensation Committee.
The
members of our
Compensation Committee are Jonathan Coslet, John Danhakl, and Kewsong Lee.
The
Compensation Committee and the independent
members of the Board also evaluated the cost to us of these arrangements and the potential payout levels to each affected executive under various scenarios.
Our
compensation committee adopts and administers the
compensation policies, plans and benefit programs for our executive officers and all other
members of our executive team.
All of the
members of our
compensation committee are independent under the applicable rules and regulations of the SEC, Nasdaq and the NYSE, and Section 162 (m) of the Internal Revenue Code, or the Code.
The current
members of our
compensation committee are Ms. Kilgore, who is the chair of the
committee, Mr. Battle and Mr. Meresman.
For its June 2007 meeting, the HRC asked F.W. Cook's designated representative, George B. Paulin, to report on, and respond to HRC
members» questions regarding a range of executive
compensation matters, including the Company's
compensation program and current trends, a comparison of Company and Peer Group
compensation amounts and structures, including stock option and restricted stock grant practices, recent stockholder initiatives on
compensation,
compensation committee procedures, the role of consultants, and regulatory activity.
In addition, this year our
Compensation Committee added additional forfeiture provisions in RSUs granted to all Management
Committee members, including NEOs.
Ms. Meeker, a General Partner of Kleiner Perkins Caufield & Byers, and Mr. Botha, a Managing
Member of Sequoia Capital, comprise our
compensation committee.
Joshua Bekenstein is a
member of the Board of Directors and a
member of the Human Resources and
Compensation Committee and the Nominating and Governance
Committee.
The current
members of the Corporate Governance and
Compensation Committee are:
None of the
members of our
compensation committee is or has been an officer or employee of our company.
Nicholas Nomicos is a
member of the Board of Directors, a
member of the Audit
Committee, and the Chair of the Human Resources and
Compensation Committee.
The SEC's rules provide separate definitions of independence for
members of audit
committees and
compensation committees.
In addition, the Audit
Committee and the CNGC must be composed solely of directors who meet additional, heightened independence standards applicable to
members of audit
committees and
compensation committees under the NYSE Listed Company Rules and the SEC's rules.
In fact, the boards followed most of the accepted standards for board operations:
Members showed up for meetings; they had lots of personal money invested in the company; audit
committees,
compensation committees, and codes of ethics were in place; the boards weren't too small, too big, too old, or too young.
Roy Dunbar, a
member of the Humana board's
compensation committee, declined to comment on Humana specifically.
In addition to meeting the criteria for independence described above, each
member of the Board's Audit and Finance
Committee must not, except in his or her capacity as a
member of the Board or one of its
committees, accept, directly or indirectly, any consulting, advisory or other
compensation from the Company, or be an affiliated person of the Company or any of its subsidiaries.
Each
member of the Audit
Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall meet the standards established by Nasdaq for independence, as and when required by those standards, and the composition of each committee, as a whole, shall meet the requirements o
Committee, the
Compensation Committee and the Nominating and Corporate Governance Committee shall meet the standards established by Nasdaq for independence, as and when required by those standards, and the composition of each committee, as a whole, shall meet the requirements o
Committee and the Nominating and Corporate Governance
Committee shall meet the standards established by Nasdaq for independence, as and when required by those standards, and the composition of each committee, as a whole, shall meet the requirements o
Committee shall meet the standards established by Nasdaq for independence, as and when required by those standards, and the composition of each
committee, as a whole, shall meet the requirements o
committee, as a whole, shall meet the requirements of Nasdaq.
Our directors do not currently receive any cash
compensation for their services as directors or as board
committee members.
The board and the talent and
compensation committee, based on recommendations of the Ad Hoc Committee, have determined that the deficient control environment, among other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior ma
committee, based on recommendations of the Ad Hoc
Committee, have determined that the deficient control environment, among other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior ma
Committee, have determined that the deficient control environment, among other things, would impact executive
compensation decisions with respect to 2015
compensation for certain
members of senior management.
In addition, we expect that the
members of the Enterprise
Compensation Committee will qualify as «non-employee directors» for purposes of Rule 16b - 3 under the Exchange Act and as «outside directors» for purposes of Section 162 (m) of the Code.
All
members are independent directors under the Nasdaq and SEC
compensation committee structure and membership requirements.
Except as otherwise noted, the
Compensation Committee's executive compensation determinations are subjective and the result of the Compensation Committee's business judgment, which is informed by the experiences of the members of the Compensation Committee as well as the input from, and peer group data provided by, the Compensation Committee's independent executive compensation
Compensation Committee's executive
compensation determinations are subjective and the result of the Compensation Committee's business judgment, which is informed by the experiences of the members of the Compensation Committee as well as the input from, and peer group data provided by, the Compensation Committee's independent executive compensation
compensation determinations are subjective and the result of the
Compensation Committee's business judgment, which is informed by the experiences of the members of the Compensation Committee as well as the input from, and peer group data provided by, the Compensation Committee's independent executive compensation
Compensation Committee's business judgment, which is informed by the experiences of the
members of the
Compensation Committee as well as the input from, and peer group data provided by, the Compensation Committee's independent executive compensation
Compensation Committee as well as the input from, and peer group data provided by, the
Compensation Committee's independent executive compensation
Compensation Committee's independent executive
compensationcompensation consultant.
Each HRC
Committee member is an independent non-employee director with significant experience in executive
compensation matters.
Mr. Fretwell has extensive experience as a
member and Chairman of the
Compensation and the Nominating and Governance
Committees and
member of the Audit
Committee.
Mahendra is currently the Chief Executive Officer of FinSec Services Inc., a private business advisory company and a director and
member of the audit and
compensation committees for IAMGOLD.
In addition, Mahendra is a Director and
member of audit,
compensation and risk / control
committees of FirstGlobalData Limited, Goldmoney Network Limited and Jameson Bank.
WILMINGTON, Del. / NEW YORK (Reuters)- The IMF now faces a challenge that keeps
members of corporate
compensation committees up at night: explaining why they may have to pay a handsome severance package to an indicted executive.
Mr. Leat is on the Board of Directors of Norwegian Cruise Lines, where he serves as Chairman of the Audit
Committee and a
member of the
Compensation Committee.
Compensation Committee rather than to management, although representatives of the firm may meet with
members of management, including our CEO and executives in our Employee Success (human resources) department, for purposes of gathering information on proposals that management may make to the
Compensation Committee.
The
Compensation Committee may delegate its authority to one or more subcommittees or to one
member of the
Compensation Committee.
Periodically, and at least annually, the Talent and
Compensation Committee selects and retains independent consultants to conduct comprehensive reviews and assessments of our policies, procedures and internal controls for setting compensation of the CEO and other members of senior
Compensation Committee selects and retains independent consultants to conduct comprehensive reviews and assessments of our policies, procedures and internal controls for setting
compensation of the CEO and other members of senior
compensation of the CEO and other
members of senior management.
In addition, the HR and
Compensation Committee may delegate any of its duties and responsibilities, including the administration of equity incentive or employee benefit plans, to one or more of its
members, to one or more other directors, or to one or more other persons, unless otherwise prohibited by applicable laws or listing standards.