In this, the second part of an insightful conversation about the challenges and trends facing the executive compensation committee, Michael Peregrine, Tim Cotter, and Ralph DeJong address (i) considerations for special compensation arrangements, (ii) the role of discretion in business judgment and goal-setting for the coming year, and (iii) how the committee can best prepare for and respond to media questions about CEO compensation in advance—as well as a host of additional challenges facing the committee, including:

• Performance measures for ESG themes.

• Should organizational structural considerations be a committee concern?

• Revisiting the committee charter to ensure continued relevance.

• Key takeaways from recent committee meetings.