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The Compensation Handbook, Sixth Edition: A State-of-the-Art Guide to Compensation Strategy and Design, 6th Edition by Dorothy Berger, Lance Berger

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Compensation Committee of the Board

ROBERT H. ROCK

MLR Holdings LLC

Compensation Committee Composition

The compensation committee is a standing committee of the board of directors. Most companies have three standing committees. In addition to the compensation committee, there is an audit committee and a nominating/governance committee, and together they constitute the three core oversight committees. Each member of these committees is independent, as defined for members of the respective committee in the listing standards of the New York Stock Exchange (NYSE) or Nasdaq, as well as the company’s corporate governance guidelines.

Compensation committee members must meet the definitional requirements of “outside director” under Internal Revenue ...

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