The compensation committee: charter, cadence, and what HR delivers
Comp committee is where executive pay, equity plan changes, and pay-equity disclosures actually get decided. Here's the operating model — charter, 4-meeting…
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- Comp committee owns: exec comp, equity plan, severance frameworks, comp-related disclosures.
- 4 meetings/year + ad-hoc. Q1 review prior year; Q2 plan; Q3 mid-year; Q4 design next year.
- HR delivers the pre-read 7 days early, not 24 hours.
- Decisions captured in minutes within 48h; comp consultant on-call for material changes.
The compensation committee is one of the highest-leverage board committees — and one HR often underprepares for. Treat it like the operating committee it is, not the rubber stamp it can become.
The charter
- Executive comp (CEO + reports): base, bonus, equity, severance.
- Equity plan: pool size, refresh, evergreen renewals.
- Comp philosophy + band updates.
- Pay-equity audit results + remediation.
- Executive succession + retention plans.
- Disclosure approvals (proxy, regulatory filings).
Annual cadence
| Meeting | Focus | Decisions |
|---|---|---|
| Q1 | Prior year review | Bonus payouts, equity grants, philosophy refresh |
| Q2 | Plan year | Executive merit, promo, equity refresh |
| Q3 | Mid-year check | Talent risk, retention actions, comp guidance for hiring |
| Q4 | Next-year design | Plan changes, equity pool ask, succession review |
HR delivery checklist
- Pre-read 7 days before meeting. One page per topic, supporting deck behind.
- Comp consultant analysis where material (>$1M decision or new instrument).
- Peer benchmark data with source + date.
- Pay equity status: previous quarter results + remediation progress.
- Open issues with recommended decision + alternatives.
- Minutes drafted within 48h; decisions logged.
Bringing executive comp decisions live to the committee without pre-socialisation with the chair. The committee should have no surprises in the room.
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