The Public Company Series: Board Structure and Composition

The role of the compensation committee has expanded far beyond setting CEO pay. In this episode, Doug Chia is joined by Blair Jones and Todd Sirras of Semler Brossy to explore how compensation committees are evolving to oversee workforce strategy, culture, talent development, and organizational readiness for the future. They discuss how regulatory changes, stakeholder capitalism, and emerging technologies, especially AI, have reshaped board-level oversight of people and pay. The conversation examines why compensation can serve as a powerful signal of what a company values, how boards can align pay with culture and strategy, and what skills directors need to effectively govern in this expanded mandate. Blair and Todd also address the growing relevance of CHROs on boards, the importance of culture carriers, and how committees can stay informed without crossing into management’s role.

In this episode, Doug Chia sits down with Paul Washington, president and CEO of the Society for Corporate Governance, to explore how public company board committees ended up with the familiar Audit, Compensation, and Nominating & Governance structure and why that structure may no longer match the demands boards face today. Paul explains how the post-Enron regulatory environment solidified the three-committee model and why simply handing emerging issues to existing committees is creating frustration for both boards and management. Together, Doug and Paul walk through the gaps left by the current structure and outline a practical, step-by-step process to reassess what work is done where. They discuss how clarifying committee responsibilities can streamline board agendas, strengthen oversight, and improve alignment with management. The conversation offers concrete guidance for governance professionals seeking to optimize committee workload, sharpen accountability, and ensure the board is adding value in the right places.