Compensation Committee Calendar

It is good governance to establish in advance a Compensation Committee Calendar for the full year. Topics and timing should be pre-determined and agreed-upon. Following is a sample calendar. Executive sessions are presumed to take place at each meeting.

First Quarter

Approve merit budgets, salary increases and other changes to pay opportunities
Evaluate CEO and executive performance
Determine appropriate payout incentives based on performance
Approve grants, goals and other terms of new short- and long-term incentive awards
Review CD&A and other executive pay-related proxy disclosures

Second Quarter

Pay-for-performance analyses vs. peer companies
Tally sheet reviews
Annual compensation risk review
Dilution and equity incentive run rate study
Change-in-control severance eligibility and design review
Legislative, regulatory and ISS update

Third Quarter

Peer group review
Market data refresh (data on CEO position to be reviewed in executive session)
Market trends presentation
Short-term/long-term incentive design changes
Committee charter review
Legislative, regulatory and ISS update

Fourth Quarter

Finalize short-term/long-term incentive design
Evaluate Committee performance
Evaluate consultant performance
Review executive progress toward stock ownership guidelines

Other Annual or More Frequent Items

Approve promotions, new employment agreements, hire grants
Succession planning and leadership development
Review incentive payout projections
Approve changes to benefit plans

Periodic but Less Frequent Items

Comprehensive reevaluation of incentive designs
Benefits and perquisites review
Review of employment agreement or severance template, clawback policy, anti-hedging policy
Change-in-control provision review and costing

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Results

Meridian
Compensation Partners