Publicly traded
businesses have long been mandated to have a compensation committee which
reviews and sets the pay and benefits for corporate executives, and most non-public
financial institutions have followed suit.

Most “comp committees,”
as they are affectionately called, spend the vast majority of their time
focused on the institution’s pay practices – including establishing competitive
salary levels and crafting appropriate short- and long-term incentives that drive
performance. While this core function of the comp committee remains relevant,
it is time to change the focus of the committee.

The compensation committee label suggests that the focus of committee and board should be on paying executives properly. However, any good human resources leader would point out that compensation is only one piece of the puzzle when it comes to attracting, developing, motivating and retaining top talent. In today’s highly competitive banking talent environment, the board and compensation committees should broaden their focus to reflect this dynamic.

committees should be the central governance repository for all vital elements
of strategic human capital management for an engaged board of directors. This
includes obvious topics such as monitoring ongoing CEO succession management, executive
succession for other C-Suite roles, diversity and inclusion initiatives and emergency
succession plans.

In addition, boards should stay abreast of talent development initiatives targeted a level or two below the C-suite, depending on the institution’s size. And, to add teeth to this enhanced focus on human capital, the comp committee should include talent development and succession objectives in the incentive compensation calculation for the organization’s leaders. Executives will pay more attention to the increased accountability of “grooming your successors” when there is money on the line.

A number of
institutions have rebranded their compensation committee to emphasize this
broader focus. While there is no standard moniker of preference, the message to
employees and management about the importance of people becomes clearer with a
new committee identity. The subtle shift of “compensation” to further in the
committee title can be reinforcing as well.

Some of the many committee
name variations we have seen include:

  • Human Resources and
    Compensation Committee
  • Human Capital and
    Compensation Committee
  • Management
    Development and Compensation Committee
  • Human Capital
    Management Committee
  • Human Capital, Diversity
    and Compensation Committee

The naming options for rebranding the comp committee are numerous, and the symbolism of such a name change can be powerful. While many institution’s comp committees do focus on the broader human capital agenda, many have yet to rename the committee to exemplify their broader function and intent. Formally altering the committee name and charter in the bylaws is a very powerful reinforcement of this positive expanded committee focus.

CEOs always tell us
that “people are our most important asset.” Boards support this assertion. Yet
the committees’ emphasis on compensation comes at the expense of other critical
aspects of human capital management required by today’s broader charter. Sadly,
we still encounter some boards operating with a “Personnel Committee” in both
title and mindset. This is so last century.

To be sure, structuring the
right compensation programs for bank leadership remains critical. But ignoring
the equally important strategic aspects of human capital management, which should
also appear on the board’s agenda, cheapens the commitment to employee
development, diversity and inclusion and management succession. It’s time for
boards to put their money where their mouth is and change the name of their
compensation committee to reflect the critical focus on strategic human capital


Alan Kaplan

Founder & CEO

Alan Kaplan is the founder and CEO of Kaplan Partners, a retained executive search and board advisory firm headquartered in Philadelphia. Founded in 1994, Kaplan Partners provides boards and CEOs with advice on CEO and board succession and assistance with the identification, assessment and selection of new CEOs, directors and executives. The firm’s board advisory services assist clients with director succession, performance, diversity and recruitment. Kaplan Partners also conducts executive assessments of leadership teams to enhance succession planning professional development. Mr. Kaplan is a leader in talent management and leadership succession across the financial industry. He has more than 30 years of talent assessment and executive search experience, after an initial career in corporate banking. Mr. Kaplan has led over 100 CEO/succession projects and hundreds of board and C-Suite consulting, assessment and executive search assignments. Mr. Kaplan is an NACD certified director and board leadership fellow.