Compensation committee
Also called comp committee, human capital committee.
The board committee that sets NEO pay, selects peer groups, and writes much of the CD&A. CompensationBase reports the resulting SCT figures; it does not score those decisions.
What it is
The compensation committee is the board committee—usually independent directors—that sets CEO pay, oversees NEO pay, hires compensation consultants, and produces the CD&A and SCT the company files. CompensationBase reports the SCT that committee discloses. It does not reconstruct peer groups, score pay, or interpret whether the committee’s rationale was sound.
The committee’s charter, consultant independence, and peer-group list live in the proxy. None of those are catalog columns.
Why companies use it
Exchange listing rules and investor expectations put executive pay in independent directors’ hands rather than solely in management’s.
A committee structure creates a paper trail: minutes, consultant reports, and the CD&A narrative that supports say-on-pay.
Pros
- Separates pay-setting from the CEO for the CEO’s own package, at least formally.
- Consultants and peer data can add process.
- Shareholders know whom to vote against if they dislike the program.
Cons
- Peer groups can be selected in ways that ratchet targets up.
- Process is not the same as outcome; a fully independent committee can still grant a huge front-loaded award.
- CompensationBase will not annotate whether a peer group is “aspirational.”
Examples
What the site shows
The SCT numbers, filing link, and mix. The committee’s letter in the CD&A is in the proxy, not parsed here.
Say-on-pay link
A failed or close say-on-pay vote is a committee problem. CompensationBase still shows the SCT the vote was about; it does not collect voting results.
On CompensationBase
CompensationBase reports the SCT the committee discloses. It does not reconstruct peer groups, score pay, or interpret committee rationale.
Related terms
- Compensation Discussion and Analysis
The narrative in the proxy that explains why the compensation committee paid what it paid. CompensationBase does not parse CD&A text; the SEC filing remains the source for footnotes and narrative.
- Say on pay
The shareholder advisory vote on NEO compensation required under Dodd-Frank. CompensationBase reports the pay table that vote is about; it does not track vote results.
- Named executive officer
The executives Item 402 requires in the SCT, typically the CEO, CFO, and the next three highest-paid executive officers. CompensationBase’s catalog is S&P 500 named executive officers.