Template

Compensation committee meeting template

Board members decide or recommend pay for the top executives, approve the equity pool, and check pay policies are fair and in line with what the company can afford.

60 minutesFor Independent board members on the committee, the head of people, and advisers as needed (the executives concerned leave for their own pay)Agenda room
Change the agenda first

The agenda, with a time for each part

  1. Market data12 min
    • How does our executive pay compare with similar companies?
  2. Performance against goals13 min
    • Did each executive meet the goals their bonus depends on?
  3. Proposals for pay and bonuses15 min
    • What do we recommend, and why?
  4. Equity12 min
    • How much of the option pool is left, and how should it be used?
  5. Decisions and next steps8 min
    • What goes to the board, and who tells each executive?

How the notes read afterwards

A made-up example, so you can see the shape. In a real call each line carries the words that were said and who said them.

Market. Chief executive pay at the 40th percentile of similar companies.

Performance. Revenue goal 104% met; product launch goal missed.

Proposal. Bonus at 80% of target; salary up 6%.

Equity. 3.1% of the pool left; refresh requested for next year.

Running it well

Ways to change it

Early-stage companyThe full board may cover this once a year, with the same structure.
Option grants onlyThirty minutes to approve new hires' grants against the agreed bands.

When to skip it. In a company too small to have more than one or two executives; the board handles it.

Questions

What does a compensation committee do?

It sets or recommends pay, bonuses and equity for senior executives and oversees the company's pay policies.

Who sits on a compensation committee?

Usually independent directors; executives leave the meeting when their own pay is discussed.

What information does a compensation committee use?

Market pay data for similar roles and companies, performance against agreed goals, and the company's budget and equity pool.

What happens in the room

Everybody joins from the link, with no account. The agenda sits beside the call and each item fills in with what was said about it, under the name of the person who said it.

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