Before
The primary responsibilities of the Compensation Committee are to set our compensation philosophy, to review and approve recommendations from the Human Resources Committee and to make recommendations to the Board, as necessary, with respect to the compensation and benefits of executive management. In addition, they manage any plan that provides equity-based awards. The Compensation Committee also oversees the application of the compensation philosophy to the compensation and benefits policies for the named executive officers and any other officers subject to Section 16 of the Securities Exchange Act, whom we refer to as the Section 16 officers. These compensation and benefit policies govern cash and equity compensation, perquisites, retirement, severance and change in control benefits.
The Compensation Committee is comprised of four directors, namely, Mr. John Smith (Chairman), Mr. Steven Jones (Vice-Chairman), Mr. Robert Brown and Dr. Fred Stone. Further information relating to the experience and background of each member of the Compensation Committee, including the Chairman and Vice-Chairman, can be found under the heading “Executive Officer and Director Biographies” on pages 5-10.
Each member of the Compensation Committee is an independent director as defined under the New York Stock Exchange rules and as determined by the Board on an annual basis.
(201 words)
Before, with commentary
The primary responsibilities of the Compensation Committee are to set our compensation philosophy, to review and approve recommendations from the Human Resources Committee and to make recommendations to the Board, as necessary, with respect to the compensation and benefits of executive management. In addition, they [Who is “they”? We were talking about the committee, which is a single unit.] manage any plan that provides equity-based awards. The Compensation Committee also oversees the application of the compensation philosophy to the compensation and benefits policies for the named executive officers and any other officers subject to Section 16 of the Securities Exchange Act, whom we refer to as the Section 16 officers. These compensation and benefit policies govern cash and equity compensation, perquisites, retirement, severance and change in control benefits. [This paragraph boils down to this: The Compensation Committee does XXX. They also do YYY. In addition, the Compensation Committee does ZZZ. I call this a sentence string. We can reduce the word count and make each responsibility stand out by replacing the sentence string with bullets.]
The Compensation Committee is comprised of [“comprised of” is never correct; see this tip] four directors, namely, Mr. John Smith (Chairman), Mr. Steven Jones (Vice-Chairman), Mr. Robert Brown and Dr. Fred Stone. Further information relating to the experience and background of each member of the Compensation Committee, including the Chairman and Vice-Chairman [no one would assume these individuals wouldn’t be included, so this clause is superfluous], can be found under the heading “Executive Officer and Director Biographies” on pages 5-10. [This paragraph would be a good introduction for the discussion of the Compensation Committee. It should come before, not after, the first paragraph.]
Each member of the Compensation Committee is an independent director as defined under the New York Stock Exchange rules and as determined by the Board on an annual basis. [This sentence does not need to be hanging out all by itself.]
After
The Compensation Committee has four members: Mr. John Smith (Chairman), Mr. Steven Jones (Vice-Chairman), Mr. Robert Brown, and Dr. Fred Stone. Each member is an independent director as defined under the New York Stock Exchange rules and as determined by the Board on an annual basis. The section entitled “Executive Officer and Director Biographies,” which begins on page ___, describes the experience and background of each of these individuals.
The Compensation Committee has five primary areas of responsibility:
• Setting compensation philosophy;
• Reviewing and approving recommendations from the Human Resources Committee;
• Making recommendations to the Board with respect to the compensation and benefits of executive management;
• Managing any plan that provides equity-based awards; and
• Overseeing the application of ABC Co.’s compensation philosophy to the compensation and benefit policies for the named executive officers and any other officers subject to Section 16 of the Securities Exchange Act.
(150 words)