Hit the Ground Running
Expectations and advice for new compensation committee members.
Published June 4, 2025
Published June 4, 2025
Joining the compensation committee offers an exciting, challenging opportunity to shape corporate culture, motivate exceptional performance as well as influence talent and succession plans.
Compensation decisions are influenced by a mix of competitive factors, individual situations, shareholder perspectives, macroeconomic issues, unique organizational traits and regulations. Talent and pay strategies are also informed and shaped by the unique experiences of compensation committee members. It is helpful to consider the skills and backgrounds of other board members relative to your own to see where you might be able to offer a different perspective. Getting one’s bearings as a new compensation committee member may seem intimidating, but with patience, curiosity and training, the experience can be incredibly rewarding.
Mandates and Challenges for Compensation Committees
Compensation committees typically have the second-highest activity level behind the audit committee. Why? Compensation committees are responsible for the planning, approval and oversight of an increasingly large number of topics. In today’s environment, companies are placing greater emphasis on talent and culture issues, which often fall under the purview of the compensation committee. This adds even more responsibilities for the committee to manage. Additionally, members may experience elevated levels of pressure and activity during times of significant change, such as senior executive turnover periods.
Executive pay decisions can drive culture and align the company on strategic priorities, and the most effective compensation committees know pay is about more than how much money is given to an executive. As of 2024, more than half of the compensation committees in the S&P 100 (56%) had changed their names to better reflect this shift and almost two-thirds (65%) amended their charters as well.
Three Factors Shaping Pay and Talent Strategies
Changing committee mandates reflect the evolving priorities of businesses and leadership teams. Great compensation and talent programs support broader organizational goals, but it is important to understand that pay and talent decisions are not made in a vacuum. While new members likely understand the organization’s talent and business priorities from their time on the board, there are three key dimensions of compensation programs to focus on during onboarding: the current talent profile and pay program landscape, the trajectory of talent needs and compensation plans and the relevant rules and regulations shaping long-term strategies.
The landscape: What’s in place now
Key points to understand include the current talent profile, overall pay philosophy, pay quantum and mix, performance measures and how the company presents itself to its reviewers. Read the charter to better understand your committee’s purview, including its responsibilities for human capital management (HCM) issues beyond pay. The compensation discussion and analysis (CD&A) section and related pay tables in the proxy provide an insightful summary of existing talent and pay topics and also illustrate how the company presents itself to its shareholders. Reviewing prior compensation committee materials can illuminate which talent and pay topics are covered and what information is used to reach decisions. Sample questions include:
What is the talent profile of the senior leadership team (industry experience or key skills)?
How would the board articulate its pay philosophy? How is it tied to talent strategies?
What are the company’s current pay practices?
How does pay link to business strategy?
How would members describe the prevalent corporate culture?
What is the current long-term succession plan? Is there an emergency succession plan?
Are there any idiosyncratic or unique factors influencing pay?
Where to Find Compensation Committee Information
Proxy Statement and Committee Charter
Clearly defined, public statements on pay philosophy, pay practices, outcomes, and the committee mandate.
Large Investors and Law Firms
Groups like Blackrock and Vanguard, along with a range of law firms, periodically publish thoughts on executive compensation and talent practices.
Proxy Advisory Firms
The two largest, ISS and Glass Lewis, publish executive pay program guidelines annually that offer a comprehensive look at the market.
Peer Director Networks
Organizations like Directors & Boards and the National Association of Corporate Directors (NACD) host sessions where committee members discuss compensation trends and brainstorm novel ideas.
Outside Consultants
Compensation consultants have direct experience with organizations of every size and sector and can provide critical specific third-party perspectives.
The trajectory: How we got here and where we are going
Aim to understand the qualitative context behind the talent profile and pay plans, highlighting culture-specific elements that shape company programs. Sample questions include:
How has the overall business strategy evolved and how has the pay program kept pace?
Have the pay programs properly aligned pay and performance in the past?
What are the skills or talent assets needed to achieve long-term organizational goals? Are they in place now and what plans are in motion to achieve them?
What key players helped shape the current program?
Are significant pay program changes needed or perceived to be needed? What about changes to talent strategies?
The context: Rules of the game
Untangling the formal and informal criteria by which pay programs will be evaluated by different stakeholders, including regulatory requirements and investor and advisory group frameworks, will help you navigate discussions and define actionable solutions faster and more effectively. Sample questions include:
Who monitors executive pay and how do they evaluate what is good or bad?
What are the consequences of deviating from “preferred practices”?
What relevant regulations apply?
Are there any specific talent or cultural norms for this company, industry or area where it does business that may affect decisions?
Who Do Members Need to Know?
CEO
CHRO
Compensation Committee Chair
General Counsel
Compensation Consultant
Long-tenured Employees
Embrace the Journey
While the frameworks offered here provide a strong foundation that can help new members have a positive strategic impact out of the gate, the onboarding process has no hard start or end point. A willingness to learn, combined with the skills and problem-solving acumen that brought members to the board in the first place, will continue to serve compensation committee members well, no matter how long their tenure.
Brant has 20 years of executive compensation consulting experience. Brant has led engagements with Fortune 500 firms and addressed rewards needs for pre-IPO firms, start-ups, and PE portfolio firms.
His experience covers a range of industries, enabling a broad view of market practices and supporting the ability to create highly effective rewards solutions.
Prior to Semler Brossy, Brant worked at Mercer. He received his MBA from UCLA Anderson and holds a degree in human biology from Stanford University.
Austin helps boards make critical decisions about executive pay, especially in moments of rapid growth or reinvention. With over a decade at Semler Brossy, he’s built a reputation for crafting incentive designs that are both analytically sound and refreshingly creative. He reinforces the “golden rule” of pay—that compensation should serve the business, not the other way around—guiding boards to use rewards as a tool to advance their most important strategic goals.
Austin has a unique talent for identifying and addressing the most pressing questions, often anticipating them before they are even posed. He blends rigorous analysis, strategic intuition, and a deep understanding of board dynamics to provide tailored and impactful solutions. Clients appreciate his clarity, composure, and ability to introduce innovative thinking, even in the most complex or sensitive compensation issues.
Before joining Semler Brossy, Austin worked in client services at an HR-focused consulting firm in St. Louis, where he developed his foundational understanding of organizational dynamics and stakeholder needs. Austin earned his B.A. from Washington University in St. Louis.
