The Compensation Committee Process*

Based on interviews of U.S. public company compensation committee members, this study examines the compensation committee process, the specific action and thought processes that compensation committee members use to meet their oversight responsibilities. As the two quotes above suggest, compensation committee members who are asked to describe the process their committee uses often mention notions of “fairness” and “balance” in compensation. The first quote describes a fundamental tension between management and shareholders, and the committee’s efforts to be fair to both parties. The second quote focuses on balancing the interests of management and shareholders, as well as those of other stakeholders, and suggests the difficulty of making executive compensation decisions.