Top Considerations for Health Care Board Compensation Committees

The highly competitive talent market, ongoing recovery from the pandemic, and increasing scrutiny of executive compensation are leading health care organizations to assess the fundamentals of their compensation programs. Michael Peregrine, Partner, McDermott Will & Emery LLP, and Bruce Greenblatt, Executive Workforce Practice Leader, SullivanCotter, discuss the top considerations for health care board compensation committees related to health care tax-exempt organizations. Sponsored by SullivanCotter. 

To learn more about AHLA and the educational resources available to the health law community, visit americanhealthlaw.org.

Transcript

Speaker 1: 0:14

Support for A HLA comes from Sullivan Kotter, which partners with healthcare organizations to drive performance and improve outcomes. Through the development and implementation of integrated workforce strategies, the firm's proven approach helps organizations align their business strategies and performance objectives. For more information, visit sullivan kotter.com .

Speaker 2: 0:36

Hello, this is Michael Re of McDermott. Will and Emery welcome you to the A HLA presentation. Top 10 Considerations for board compensation committees relating to our tax exempt organization members and their chief legal officers. We're delighted to have you with us today. And this is another in a series of a HLA podcasts that are intended to support members as they advise the governance committees and other executive officers of their clients on critical issues affecting corporate governance. And as we're gonna be talking about today, the role of the compensation committee for today's discussion, I'm joined by Bruce Greenblatt, who's the managing director at Sullivan Kotter , and leaves the firm's executive workforce practice. As most of you know, Sullivan Kotter advises compensation committees of leading taxes , exempt health systems on executive compensation and governance matters to support the recruitment and retention of talent, as well as the achievement of the organization's performance objectives and furtherance of their mission. Sullivan Kotter advises on a wide range of matters, including executive compensation, philosophy, development, incentive and benefits program design, performance goal setting, pay competitiveness, organizational design , benchmarking, and governance best practices. In that regard, Sullivan Kotter is well positioned to provide insights into the current priorities of compensation committees around executive compensation issues, and is why we're delighted to have Bruce with us today. Bruce and I intended to cover what we see is the true top 10 factors that we recommend HLA members consider is they work with their board compensation committees. As most of you know, the highly competitive talent market, ongoing recovery from the pandemic and the increasing scrutiny of executive compensation are leading organizations to take a step back and assess the fundamentals of their comp program and governance. The comp committee, we expect will be front and center in these issues. So that's what Bruce and I intend to discuss with you all today. Bruce, why don't you kick off?

Speaker 3: 2:45

Great . Thanks, Michael. I really appreciate it. And hi, everyone. Um, as you noted, there's a lot on the compensation committee's plate , uh, these days. And we'll cover , um, what we think, as Michael mentioned, really, are some of the top top considerations for committees. And, and just to get started, the first item the committee should consider is just fundamentally, what is the appropriate level of pay competitiveness overall, as Michael had alluded to , uh, the talent market is extremely competitive for leaders within not-for-profit health systems. And this is causing upward pressure on executive compensation. The complexity of health systems, as you know, has been increasing dramatically as organizations address operating issues such as workforce shortages, supply cost increases, pay increases, and volatile service use, and access plus also respond to revenue pressures in the industry. Um, organizations are also looking to identify new strategies for growth, and we're seeing , uh, just increasing merger activity , uh, which is resulting in larger organizations with both geographic and service dispersion. Plus, the demographics of the workforce are working against organizations as many leaders retire or are choosing other career options. So the demand for talent is outpacing supply. To provide context , uh, in a survey that Sullivan Cotter conducted , uh, a few months ago, we found that of over a hundred large health systems, 54% reported an increase in recruiting activity for executive roles compared to the prior 12 months, while only 8% reported a decrease in recruiting. So thus , compensation committee should be prepared for highly competitive compensation offers that are being brought forward for approval. And in addition, compensation adjustments are being provided for high performing leaders who could be recruited by a competitor. Um, at the same time, we know that financial resources within institutions are limited , uh, given all the financial challenges that organizations face. So committees also should be mindful of ensuring that adjustments that are provided , um, are really being provided to the appropriate , uh, positions. So when presented with recommendations for review and approval, committees should carefully consider , uh, if the resources that are being suggested for adjustments are being directed to the most critical experience and high performing incumbents for the organization. The second area of focus , uh, relates to talent. Um, you know, simply put leadership matters. Uh, it has a tremendous impact on results, and as healthcare organizations transform and become increasingly complex, the skills that are needed to effectively lead these organizations are evolving, for example, skills to lead integration, digital transformation, consumer engagement and change management are very much high in demand. So in this setting, organizations really need to understand what their talent needs are gonna be, what current capabilities they have, and what the gaps are. From the compensation committee standpoint, engagement in talent strategy, performance development, and succession planning really is a critical fiduciary responsibility. Um, CEO succession, of course, is one of the top priorities of the board. Um, but broader leadership concession plans also are critical as the , uh, board evaluates risk in this area. And the compensation committee , uh, considers actions for compensation committees. The areas of focus include first, ensuring that the organization has a clear talent strategy and a process for assessing and developing leadership talent. Second, understanding where there may be risks in talent retention and depth and action plans that are needed to mitigate those risks. Third, receiving regular updates at least annually on succession plans, including perspectives on the performance of current leaders , um, individuals who would be called upon as an emergency successor should the need arise, and also the status of the pipeline and timing for long-term successors. And lastly, in this area , um, areas where there may be skills gaps , um, or the need for future kinds of talent, including the plans to address those issues. In addition to understanding , um, talent at , at an individual level are based purely on succession compensation committees. Increasingly given the financial pressures of the industry, also should ensure that the overall organization structure is optimized , um, based on strategic operational and financial priorities. So this would include understanding, for example, whether the overall , uh, leadership headcount , uh, distribution and so on is appropriate within the organization. I wanted to pivot now really, and , and talk about sort of the next three areas that we would see as top , uh, priorities for consideration. Um, and those, those relate to incentive , uh, compensation, performance based incentives really , um, uh, are part of one of the core responsibilities of the compensation committee to ensure that the program is appropriately calibrated to reward leaders for achieving critical objectives that align with the organization's mission and performance priorities, and also our appropriate support recruitment and retention needs. So the first of three areas , uh, that we wanted to touch on related to incentives, which is our third consideration for the compensation committee, is to ensure that an incentive performance measures and the goals align with the organization's evolving, operating, and strategic priorities within the industry. There's been considerable emphasis on financial sustainability, workforce engagement, consumer satisfaction, and quality in , in response to just recovering from the pandemic. But in addition, as organizations look to the future, many are placing greater emphasis on patient access, digital engagement, growth, and population health. So the committee should ensure that incentive measures, goals, and the weights of those goals, and the plans reflect the organization's articulated priorities. In addition, consideration also should be given to the appropriate time horizon for these measures and goals. So there's some that, that naturally fit into the annual plan that might be annual operating priorities, while others, for organizations that have them , uh, are more appropriate for a long-term incentive plan, because they may be achieved over multiple years and maybe really what I would say are sort of the big bolder objectives , uh, for the organization. The fourth consideration for the compensation committee is the second item , uh, related to incentives and that concerns goal calibration. Specifically, the compensation committee should assess the specific goals for each performance measure , uh, in the incentive plans. In today's environment , uh, goal setting has been challenging , uh, at best <laugh> , given the financial and operational volatility that organizations have faced. So issues such as workforce shortages and the lingering effect of increased wages and inflation have been affecting results in making forecasting for finances very challenging. The Compensation Committee should request that management provide some perspective on how incentive goals for the year , uh, were determined , uh, to ensure that the performance standards that are in those goals represent an appropriate degree of stretch, but also account for the volatility in the marketplace. Some actions that compensation committees might consider are , are first , um, evaluating both relative performance on a measure compared to peers , um, as well as absolute scoring results. So, as an example, where we have seen some issues of patient experience and worker engagement suffer as a result of workforce shortages, looking at relative performance and how we're doing against peers relative to this environment is one indicator , uh, of success. Second is widening the range of performance between threshold and target, and between target and maximum to account for the volatility and uncertainty , uh, in forecasting. Third is setting goals based on expected improvement levels of performance rather than simply absolute scores. And lastly is seeking outside third party validation of the performance objectives. To provide comfort essentially around the goals, and really to kick the tires to ensure that a , a full range of perspectives have been considered. The goals should be documented so that definitions and performance expectations are clear and that the information is memorialized for when the plans are, are adjudicated. Relatedly compensation committees also should evaluate circuit breaker features in the incentive program to ensure they remain appropriate circuit breaker provisions, reduce or eliminate incentive payouts if minimum financial performance is not met. Essentially acting as a fail safe . Uh, if affordability becomes a concern, given the volatility of performance in the market and the challenging financial environment, the compensation Committee should assess circuit breaker roles to ensure they're meaningful and reasonable, balancing the need both for financial stewardship of the organization , while also recognizing that there are many other performance priorities related to the mission that are appropriate to reward, including the delivery of quality care, ensuring access of care to all populations that are served, engaging the workforce, and , and providing exemplary patient service. Pre pandemic. A circuit breaker typically would reduce or eliminate incentive awards for performance below 75 to 85% of budgeting operating margin. But such standards may not be appropriate today , uh, with margins on average, hovering at 1% or lower , um, with many systems , um, actually losing , uh, money. Thus , some organizations are setting absolute dollar thresholds for margin in circuit breakers, while others are using a , a tiered approach that might reduce awards in stages , uh, based on performance, and some, frankly are even eliminating , uh, the circuit breaker and instead just putting greater weight on financial performance in the organization's scorecard. So these should be considered really holistically as part of the , uh, incentive plan, goal setting , uh, process. The fifth consideration. And , and the last one related to incentives relates to the use of discretion when adjudicating incentives in light of the volatility in revenue, in patient volumes during the first two years of the pandemic, as well as more systemic issues that arose around workforce shortages, wage increases, and inflationary pressures. Compensation committees found that the forecasts and expectations for results and other goals were upended during the course of the year. Despite the best of intentions when the goals were set, health system leaders had to regularly pivot and shift priorities to address the most pressing operational and financial issues that just, frankly, were not planned for. Um, so as a result, during 2020 through 2022, a majority of compensation committees need to, to apply business judgment and significant discretion when incentives were determined to account for these issues. We've seen coming into 2020 , uh, three plan adjudication, which is happening this year in 2024 , um, that the environment , uh, while it still remains volatile, we've seen discretion wane , uh, a bit. And I think there's a recognition now that , uh, there's a sense that we're starting to be in , in a little bit of a new normal , uh, of a performance environment. However, in practice, the environment is still very volatile and uncertain. So therefore , um, we are seeing compensation committees consider a role for discretion in plans on a more systematic basis. For example , um, features such as having separate discretionary goals that might provide for the ability to reward select individuals for performance above and beyond what are indicated in the goals in the plan , um, incentive modifiers that similarly allow for additional awards and other features be incorporated in plans to provide some flexibility moving beyond considerations for the health systems overall incentive program compensation committees increasingly are mindful of the compensation implications for organizations as they diversify their businesses. This leads to our sixth consideration for 2024. Many healthcare systems, as you know, are focused on opportunities for alternative revenue streams , uh, including through commercialization of capabilities or businesses , uh, venture investing and others for these , uh, arrangements, talent that are needed to lead these organizations may be recruited from outside of traditional healthcare peers. And performance expectations also may be different. For example, some businesses may be very high growth oriented, where having more performance based incentives might be appropriate, others may be formed as for-profit businesses where even equity could be a program component. Compensation committees may be asked to consider , uh, that a differentiated compensation program be used as a best fit , uh, to meet both talent and business needs, rather than just relying on a one size fits all program approach for , um, for , uh, deliver incentives. So therefore, this has been an area that we've seen a particular focus. And, and Michael, I'd be interested in your views of what you're seeing as committee committees consider these alternative arrangements.

Speaker 2: 16:56

I think the question there, Bruce, that we're seeing, and we're gonna talk about this a little bit later, is that the question of how far, how , uh, the , uh, how and how broad the Compensation Committee is comfortable getting into some of these , uh, issues as , uh, external pressure increases. Uh , I'm seeing a little bit of a reluctance of committees to, to ex to broaden the portfolio of , uh, arrangements that cover the new revenue streams and commercialization products, things of that nature. Uh, and, and pulling back more to the basics, and I said , we'll talk about this more in a second, but the question is , uh, at at what point is there a risk that the committee is taking its eye off the ball in terms of its core function, which is pure executive compensation? And the broader picture is at what point does the , does the do committee members lose sight of the overall compensation , uh, figures for the senior executive leaderships ? And the, and I guess one factor, which we've seen from time to time with state attorney generals is , uh, to the , the extent to which , uh, the compensation program itself, as well as individual incentive goals become too complicated for committee members themselves to articulate, and certainly too complicated for board members to understand. And , uh, in the elevator talk of how much did you pay your CEO and how do you pay them? Uh , I think there is a, there is some growing concern that we're getting , uh, we're getting to a point where our board members cannot faithfully describe how the CEO is getting paid and what factors are considered in a manner to , to support its oversight of the compensation process. Bruce, this really does lead us back into , uh, an , uh, uh, uh, age old issue, which is public scrutiny of executive compensation of, of the nonprofit sector, particularly in healthcare. Uh, you , you don't wanna be crying wolf here. Uh, people have heard this, and I think this is a message that you and I have shared for years and years and years and years , uh, that , that , uh, the , uh, media and regulators are looking closely at, at executive compensation. Uh , so I hesitate to say now they really mean it, but I think we're seeing a continuation of it in a couple of ways. Uh , first and foremost , uh, uh, I think many of our listeners are aware of the focus , uh, uh, and the editorial focus, I would say the media coverage from , uh, groups and authors funded by a variety of third party , uh, forces , uh, many of whom have a bone to pick with the healthcare industry. And they have been writing articles of, of varying degrees of , uh, uh, uh, accuracy and authorit , uh, challenging , uh, the role of executive compensation healthcare sector. We've all seen those , uh, we're, we're, we're aware, and we've seen the hearings that were in Congress , uh, over the last year over not-for-profit status , uh, of healthcare organizations, which take into account executive compensation. That's an old story. What I think is going on , uh, now though , uh, that our listeners will want to be aware of and share with their clients, or a couple things. One is the role of the new media. And , and by that, I don't wanna refer to some of these , uh, loose cannons who , uh, are sponsored by , uh, extreme , uh, public interest groups and writing these crazy articles about the healthcare sector. I'm talking about the , the ProPublic as the politicos and think , and organizations, the stats , uh, that, that will come from a , excuse me , uh, uh, some basis of credibility , uh, and are really writing , uh, detailed , uh, punitive , uh, uh, worrisome articles about organizations in the not-for-profit sector and can do damage. And I think we need to, I think that in my experience, from a scrutiny perspective, is far more dangerous than what we've seen before by some of these , uh, crack pop , uh, letters to the editor and things of that nature. So, another thing I think we wanna consider, we've always talked historically about how , uh, state attorney generals have the primary , uh, along with the IRS, the primary jurisdiction to review executive compensation of not-for-profit , uh, charities in the state. Uh, I, there have been certain cases , uh, including the , uh, NRA case recently where executive compensation and the board's role in this and their oversight of compensation has become an issue. Uh, and I think the NRA case is a useful reference. It's a very complicated case. It's the fact pattern is very detailed, but I think it's important again , uh, in the worst case scenario where , uh, it kind of outlines the approach that, that the state charity officials might conceivably take to challenge what they consider to be truly egregious compensation and benefits paid to a charity executive, a not-for-profit executive. Um, another factor, which I think is , is interesting, is the role of , um, uh, third parties , uh, including certain technology , uh, and , and other , um, outside industry , uh, executives and having their compensation evaluated. There was a , uh, interesting case, state law case within the last , uh, two months. Uh , the decision itself was well over a hundred pages long, which , uh, was an excess compensation decision. What was interesting about that case, not only was its conclusion that the , uh, the compensation payable, the executive was successive, but the , they looked very closely at the process and were particularly critical of the independence or lact of , of the committee chair. Uh , the final level of area of scrutiny, which I think is something we need to be concerned about, is, again, I hate to suggest like I'm crying wolf . I hate to suggest that well , they're , Congress is looking at, at these factors again, but they are, and I think there's some concern that , um, uh, uh, our , our old friend, Senator Bernie Sanders, who as some of you know, issued a typically scathing report on how major nonprofit hospital systems exploit tax breaks and prioritize CEO pay over helping patients, you know, those kinds of headlines he had that he , uh, report that he issued last October. But there's some concern that he may reappear this fall and actually with actual hearings on the subject, which would re , uh, bring the executive composition question back into the public discourse during the midst of the election season. So those are things to watch out for. Bottom line, Bruce, I think in terms of scrutiny , uh, it's never been as intense and as , uh, I would say diverse in terms of the speakers , uh, than before. Uh, and it just goes to underscore a lot of the safety valves that you've been talking about , uh, earlier the presentation , uh, in that regard, it's, it's timely . We're this conversation today in , uh, uh, before this presentation at the annual A BA White Collar Conference , um, both the Attorney General and the Deputy Attorney General spoke , uh, on a variety of factors in terms of the DOJs Corporate Fraud Enforcement program, and revisited some issues that you and I have certainly talked about with our clients over the last year and underscored that those, that the government's position on the role of executive compensation and the compliance process continues to be of importance. And we'll just kind of restate it here, because again, both Attorney General Garland and Deputy Attorney General Monaco , uh, made it clear that they continue to believe that executive compensation can play a major role in assuring effective corporate compliance , uh, as they did last year. They focus on both financial incentives and disincentives , uh, uh, an executive pay that could again, enforce or support , uh, the effectiveness of the compliance program. Uh, as many of us , uh, listening or today remember , uh, one of the specific references that the government made last year was their expectation that organizations would incorporate , uh, clawbacks , uh, into their executive compensation arrangements in order to , uh, recoup damages that may have occurred from corporate compliance failures. Uh, as you and I have talked about before, it does not appear that the department's message with respect to the role of executive compensation or the link between executive compensation and compliant has been well received by the industry. That may be an understatement , uh, and not draw making value judgements . The individual organizations are gonna make their own decisions, but I , as we see the government placing increasing pressure and raising the borrow on expectations of, of corporate compliance programs and compliance effectiveness , uh, my suggestion to clients is time to look again and return again to the question of incentives and disincentives , uh, the link between executive comp and corporate compliance. Uh, this is a aspect of , uh, criminal fraud enforcement, and if the compliance effect that's just not going away, even though, Bruce, I don't know what you're seeing , uh, but I I , I don't see people , uh, knocking down the doors to institute clawback programs, compliance focused clawback programs for their senior executives. Are you?

Speaker 3: 26:19

No, we still haven't been seeing a lot of activity in the , uh, in the clawback , uh, area . So it's been an interesting time.

Speaker 2: 26:27

So I think what you and I would both say is that , um, it's important to take into consideration , uh, where that the government, the Department of Justice is still focused on this issue. I think it's responsible for the comp committee and the compliance committee have conversations about this. I think it's important to look beyond , uh, clawback as is not the only way in which , uh, compliance goals can be incentivized. Uh, and , uh, it is just something that is a , is an issue that's just not going to go away in the near future. Bruce?

Speaker 3: 27:00

Yeah, thanks. You know, it's , it's interesting, Michael, with the elevated , um, scrutiny , uh, that you alluded to and, and just the, you know, compliance context and all of the , um, you know, all of the areas that we're hearing about in terms of , uh, commentary and so on around executive compensation in the market today. You know, it really becomes increasingly important for compensation committees , uh, to ensure that they're taking a holistic view of the program beyond just focusing on, on competitiveness, you know, when determining whether they can recruit or retain , uh, talent. Um, and, you know, in this environment, Michael , I think based on some of the areas that you mentioned , um, it's increasingly fundamental for committees to make sure that, that the program , um, is aligned with the organization's mission. Uh, you know, and overall compensation committees, you know , are really well served to consider in this environment, how their annual calendar and processes , uh, incorporate the alignment of pay with a range of factors , um, including things such as , uh, performance , uh, and ensuring that attributes of the mission are clearly considered in paid determinations. You know, so for example, focus on access, population health , uh, and even things like community benefit going beyond , uh, what the definition of community benefit may be for , uh, form nine 90 purposes. Um, also in this environment , um, particularly with , um, some of the increasing activity that we've seen among unionization , uh, and so on, is really being mindful of assessing attributes of , uh, pay equity , um, overall and where that sits relative to , uh, the compensation of executives. And also incorporating in some of the things that I had mentioned earlier around , uh, talent strategy , uh, and optimizing the overall organization structure. So considering just a wide range of factors , um, as part of the annual processes committees undertake , uh, not only annual decisions , um, but also around how these might be embedded in the compensation committee's review of the compensation philosophy , uh, the program elements as , as well as design attributes. I think this also, Michael , uh, plays into the comments that you had made around the issues on that compliance, you know, and how is compliance being factored in to the paid decision making process as well as , uh, program design attributes. So, so this item would be a , a ninth item of, of focus for committees to really , uh, determine , uh, the compensation in the context of doing a holistic assessment , uh, going beyond competitiveness. And Michael, I'm curious, given all the complexity now in healthcare, what, what's your sense of , um, what the impact might be of these for the qualifications of, of compensation committee members, the composition of the committee, and also just their engagement in the process?

Speaker 2: 30:12

Well, Bruce, I think it's a significant impact, and lemme just back up for one second, because I think the points you raised are really critical. Uh, you know, we talk about general scrutiny on co executive comp, and that usually relates to dollar amounts. I I think what's important to keep in mind though, is the State attorney generals are increasingly, I mean , the , they have been looking at this issue for as long as I've been practicing health law, which is 45 years. Um, and that , you know, when I started, it was, you know, the million Dollar Revenue Healthcare organization. And we're , now, we're talking about the multi-billion dollar healthcare organization. And I , the, not only the IRS, but the attorney generals continue to ask the question , uh, every couple of years , uh, are our , our , our , our laws well equipped to deal with the, you know, fill in the blank annual revenue charitable organization can , does charitable status, can it accommodate an organization of such size and and complexity? The answer is without a doubt, yes, it can, but the question is sometimes we, we tend to forget or , uh, and take our eye off the ball on how we were formed. And , and this is particularly , uh, as it relates to our charitable purpose under state law and the ex , to the extent that we get away from incorporating mission goals into , uh, the compensation process, we are opening the , uh, the doors for state jury officials to come in and basically say that we are operating more like a, a , a for-profit than a not-for-profit . And this is exactly one of the issues that , um, Elon Musk is arguing in his litigation against Open ai , say what you will about those organ , that organization. But , uh, he is basically , uh, par parroting, and I think in a very effective way, the case of state would make in saying, you said you would organize yourself as X, and now you are organ , you're operating as y what gives, and I think it's impor , I would encourage our listeners to follow that case, because again, Mr. Musk is, is essentially carrying water for an attorney general. In a sense, it's the same argument that an AG would make against a , you know, a billion dollar health system that it feels is, is has all the , uh, elements of the public company and none of a nonprofit . So we , I , I'm worried about that . But finally , to your question , I think everything that we've been talking about in this presentation reflects , uh, a substantially increased level of complexity at the executive compensation level, not just the, the , uh, extraordinary , uh, complex compensation specific issues that you've been raising, but the , the collateral issues as well, the link between compensation and compliance, the concern about , uh, the , the connection between compensation and nonprofit status , the concern about , uh, pay equity and the relationship with the workforce, it is a much bigger job for those organizations that are considering compensating their executive compensation committee. You could argue as some do that , uh, executive comp is one of the few committees, along with perhaps audit compliance , uh, that were , that that board members, if they're gonna get compensated and get premium, get combat pay , uh, for serving on that committee. Um, uh, another thing that I I'm concerned about is , uh, do we have committee members? Are they spread too thin? Are they serving on multiple committees and therefore , uh, unable to provide the kind of attention that's necessary for ser for really fulsome service in the executive comp committee? I do think we need to be mindful of this as boards , uh, uh, 10 or are beginning to shrink in size. Uh , are we able to staff the committee with people who are fully engaged in the process? And I think third , uh, level that I would add is, you know, we're , we're certainly, we , we must continue the need , uh, within the confines of the rebuttal presumption of Reasonables to draw on people who truly have the ability to , um, understand and comprehend executive compensation issues. Uh, but I'm also, I'm worried more than anything else that they have the time to do so that they're not distracted from this, and also that they're inde truly independent. And that's, again, another thing that we lack, the, the courage and the fortitude of an executive compensation committee member is not , uh, uh, to be take taken lightly. The , the committee members must be able to stand up and take an independent perspective, especially when we see compensation in the multi-millions of dollars per , you know, even , uh, going higher than that. Uh , that's not to say that they should not approve the high compensation levels, but it is to say that just like the audit committee members , um, they need to be very careful with respect to their engagement with management, to maintain a level of independence is necessary to just support their decisions. So bottom line, if you're a compensation committee member, you need a bigger paycheck, don't you think, Bruce?

Speaker 3: 35:08

There's no shortage of activity , uh, for committee members these days. And , uh, the environment is just so complex , uh, that I think your points really are well taken , uh, around the need for committee , uh, member engagement. Um, and also, frankly, just , uh, being prepared to ask questions about a broad range of perspectives that organizations should consider to ensure that pay really is aligned in supporting the organization's , uh, tax debt mission .

Speaker 2: 35:36

Well, I think, think as we wrap this up today, we thank a HLA again, for giving a platform to some of the most important corporate governance issues that are affecting our members. I think the message that , uh, our colleague Bruce Greenblatt is saying is that from the Sullivan counter perspective , uh, service on the Executive Compensation Committee is extraordinary, reward, rewarding, and extraordinarily challenging , uh, is not a seat for the , uh, the , uh, distracted or the too busy, but certainly a , a position for the someone who is truly committed to supporting the organization. Um , and , uh, the responsibilities of that committee and its individual , individual members have never been greater, but again, never perhaps more satisfying in terms of being able to master the responsibilities for the organization. Bruce, thanks for joining us today On behalf of a HA We thank you and Sullivan Cotter . So very much,

Speaker 3: 36:30

Michael . Thank you. It's a pleasure.

Speaker 1: 36:39

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