Compensation Committee Report

With the new SEC compensation disclosure rules upon us, the level of scrutiny placed on the compensation setting process by shareholders and institutional investors has significantly increased.

In this environment, Compensation Committee members fall into a uniquely challenging position. They are often actively involved in the analysis and preparation of compensation strategies to ensure that their companies and executive team are in compliance with a myriad of regulatory matters while also sensitive to the concerns of investors.

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To help provide Compensation Committee members with practical insights into the nature and value of compensation of their peers, this report covers the following key topics:

• An overview of committee member tenure and the number of committee meetings held per year at S&P 1500 companies;
• Year-over-year pay trends for Audit and Compensation Committee chairs and members, including retainers and meeting fees;
• An analysis of the various pay structures currently in use at S&P 1500 companies; and
• General Board-level compensation trends.