NACD Philadelphia Chapter March Meeting

Boards have a critical role in creating executive compensation that will both attract and retain key talent, and ensure that this substantial and visible company expense is aligned with company strategy. How should board directors approach this important task, including considering whether outside advisors will be helpful and then selecting and engaging them, taking into account comparable company data, and balancing fixed and performance-based compensation? The regulatory landscape is changing, with requirements such as “Say on Pay” becoming more critical to shareholders and proxy advisors. And in private companies and nonprofits, even without the regulatory requirements, compensation is a key element through which the board exercises its oversight role. These considerations carry over into setting the board’s own compensation so as to attract and retain qualified directors, while aligning their compensation with shareholder interests. Our panel of experts will illuminate these important issues and strengthen your knowledge as a board director.