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Compensation committee

At many public companies and large private companies, this is a committee of the board of directors (generally comprising outside directors) that develops the framework of the company's executive compensation, including any stock plan and nonqualified deferred compensation (NQDC) plan, and sets the related guidelines for senior executives. The details the committee determines include the specifics of salary, bonus, NQDC, stock options, restricted stock/RSUs, and performance shares. The committee may also delegate to the CEO or other executives (e.g. the vice president for human resources) the authority to create NQDC arrangements or make stock grants under a process that the committee has approved. The committee also publishes a report that appears in the corporate proxy statement each year. It explains the company's compensation philosophy, goals, and practices.