Discussion Topics for Compensation Committees in 2013

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In 2012, the focus for those both inside and outside the boardroom was compensation. Although numerous rules mandated by Dodd-Frank affecting the compensation committee—say on pay and compensation committee and advisor independence—have been implemented, directors still brace for those to come: pay-for-performance disclosures, clawbacks, and median pay ratios. As such, it is expected that the focus on executive compensation will not shift dramatically in the coming year.

As boards head into proxy season, NACD has recently released a new white paper: Compensation Committee Priorities for 2013. With input from our National Compensation Committee Chair Advisory Council and partners Farient Advisors and Gibson Dunn, this report details the issues that the advisory council—and compensation committees across the nation—will discuss in 2013. The list includes:

  • Executive Compensation and Supplemental Disclosures. In recent years, investors, proxy advisory firms, regulators, and boards have significantly increased the level of attention paid to the compensation discussion and analysis, particularly as the source of whether pay matches performance. This year, the Securities and Exchange Commission is expected to issue proposed rules on Section 953 of Dodd-Frank entitled “Executive Compensation Disclosures.” Section (a) specifically addresses the disclosure of pay versus performance.
  • Realized and Realizable Pay. A significant issue underlies the provision in Section 953(a): a lack of standards surrounding the various terms referenced. Although Dodd-Frank requires that companies disclose “pay actually received” (generally referred to as “realized pay”), many companies choose to disclose “realizable” pay. Not only do companies use a range of definitions to calculate realizable pay, Institutional Shareholder Services has begun to use its own definition when assessing compensation.
  • Peer Group Selection. Selection of peer group continues to be a highly contested and critical action. If a company’s chosen peer group is incorrect in the eyes of shareholders or their advisors, all ensuing calculations based on this selection are incorrect. Furthermore, selections that raise red flags to investors or proxy advisors may lead to negative say-on-pay votes come proxy season.

For the rest of the issues likely to be discussed by compensation committees in 2013 and related resources, download Compensation Committee Priorities for 2013.

Honest Assessments Can Reveal, Repair Gaps in Engagement

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Regardless of company size or the level of experience on the board, an issue frequently encountered is the disconnect between senior management and the board. From the perspective of senior management, directors can become “comfortably numb” and not sufficiently engaged.

This is not to say management does not respect board members’ expertise and knowledge. Instead, the executive team can grow disappointed if the board is not operating at its full potential. After long periods of service with little inspiration and challenge from senior management and/or board leadership, directors can reach a point in which they are not as engaged as a highly challenged new director may be.

These directors need to be encouraged to be an influential voice on the board, using their skills and experiences to pose the necessary questions on issues presented at meetings.

But how? As head of NACD’s Board Advisory Services, I’ve observed that honest and thorough director evaluations can help boards identify, address, and bridge the gaps that may develop in effectiveness and engagement. The full board and senior management should perform an honest self-assessment in order to get critical and actionable feedback on their skills, participation, meeting preparations, and any other relevant areas.

Recently, NACD announced its Directorship 2020 initiative, encouraging directors to identify where their board and company should be positioned in the year 2020. Once this vision is established, the board can identify where skills gaps need to be filled in, or what additional efforts should be undertaken. This is particularly relevant–especially with today’s rapidly changing regulatory and technological environment–as boards must quickly meet new rules and changes. Even the most successful boards today need to ask themselves if they are well positioned on the path to 2020.


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Late last year NACD released a white paper with McGladrey, Bridging Effectiveness Gaps: A Candid Look at Board Practices, which quickly became one of NACD’s most downloaded resources of 2012 and continues to be the most downloaded in 2013. The paper, based on four gatherings of directors and executives, notes that because directorship is a part-time role, the board must inherently rely on management for information. This can lead to a disconnect in communication, as the information the board needs is not necessarily the information management provides.

In an effort to accurately reflect the thinking of those “on the front lines,” boards often hear from voices outside of the typical four-officer lineup (CEO, CFO, COO, and general counsel). Nearly unheard of a decade ago, the chief risk officer (CRO) provides an example of a non-traditional C-suite officer uniquely positioned to fill an information gap. According to 2012-2013 NACD Governance Surveys, in public companies without a CRO, 64 percent of directors state that the level of information they receive on risk management is good or excellent. On the other hand, among the 28 percent of companies with a CRO, this level of satisfaction among directors increases by more than one-third to 87 percent. The difference is even clearer among private companies–48 percent of directors at companies without a CRO report high levels of satisfaction with received risk management information, and this increases by more than half to 76 percent of directors reporting similar high satisfaction levels at companies with a CRO.

These new and influential voices in the boardroom provide directors with the knowledge and experiences of those working day-to-day in various operational fields. Directors can draw on these diverse sources to ensure they have the breadth and depth of information needed for effective oversight. This solution, however, may present another issue; directors, while comfortable interacting with the typical four-officer lineup, may not have the same level of experience with non-traditional C-suite officers. In the same vein, these officers may not be as adept at providing the board with precise and relevant information.

In our latest white paper, C-Suite Expectations: Understanding C-Suite Roles Beyond the Core, NACD addresses this disconnect by presenting directors with tools they can use to interact with non-traditional members of the C-suite. The eight positions highlighted in the report are:

  1. chief audit officer;
  2. chief corporate responsibility officer;
  3. chief ethics officer;
  4. chief human resources officer;
  5. chief information officer;
  6. chief investor relations officer;
  7. chief marketing officer; and
  8. chief risk officer.

The report includes position descriptions for, information the board can expect to receive in reports from, and deeper questions directors can ask of, these C-suite officers. A complimentary copy of this white paper is available to all NACD members, and is available to non-members for $15.