The Compensation Committee Handbook, 4th Edition

Foreword

Not too long ago, the general consensus among independent directors was that the chairman of the audit committee had the most challenging position in the boardroom, and audit committee members had the hardest jobs. That consensus has unraveled as, post–Sarbanes Oxley, the necessary and appropriate audit committee tasks have become more generally agreed to and committee member qualifications more demanding. Boards have generally, as well, upgraded the quality of their audit committee membership. Furthermore, audit committee work—while subject to the usual changes from time to time—has not undergone the upheavals common in the past in the audit world.

Now, in the aftermath of the financial meltdown of 2008 and enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, the compensation committee chair is now widely considered the most difficult role on the board, and compensation committee members the least envied by their fellow directors. One reason is that the compensation committee chair and committee members may often find themselves in a difficult tug-of-war with management on pay matters. In the worldwide hunt for executive talent, the compensation committee needs to be vigilant in assuring that management is adequately compensated (though far fewer CEOs change employers due to tough compensation requirements than compensation committees sometimes fear). But as trustees or fiduciaries for the shareholders, the first task of the compensation ...