The latest guide for compensation committees from Wachtell Lipton is here (which includes sample compensation committee charters for NYSE & Nasdaq companies in the back). Just last week, we referred a member to this resource when they asked this question in our “Q&A Forum” on TheCorporateCounsel.net (#9860):
Are ERISA governed severance plans typically approved by a company’s full board or the comp. committee or both? Our compensation committee charter does not specifically address authority relating to benefits plans.
John gave this answer:
I think practice for broad-based ERISA plans varies & there’s not a one-size-fits-all approach. Take a look at Wachtell’s “Compensation Committee Guide” for a discussion of what fiduciary duties might apply when the compensation committee takes on responsibility for these plans.
Even if your committee charter does not expressly extend to ERISA plans, it seems that the full board could opt to delegate those responsibilities to the committee if it desired to do so.
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