Compensation committee members must satisfy independence standards that go beyond general board independence. Under SEC Rule 10C-1 and corresponding exchange listing standards, boards must consider additional factors when assessing compensation committee member independence, including the source of any compensation paid to the director by the company and whether the director has any affiliate relationship with the company. In Gurpreet Bal's practice at Foley and Lardner advising pre-IPO companies, he notes that venture capital investor directors who serve on the board under investor rights agreements may not satisfy enhanced compensation committee independence requirements, which often necessitates recruiting additional independent directors before the IPO.
Private company compensation typically relies heavily on equity grants with limited cash compensation. Public company compensation programs must be designed to satisfy proxy advisory firm guidelines from ISS and Glass Lewis, institutional investor expectations, and SEC disclosure requirements. The compensation committee must prepare or oversee the Compensation Discussion and Analysis (CD&A) section of the proxy statement, which requires detailed disclosure of the compensation philosophy, peer group methodology, and the rationale for each element of named executive officer compensation. Gurpreet S. Bal advises pre-IPO companies to begin developing their public company compensation philosophy at least 12 months before the anticipated IPO, including selecting a peer group for benchmarking and engaging an independent compensation consultant.
Section 162(m) of the Internal Revenue Code limits the tax deduction for compensation paid to certain covered employees to $1 million per year, with limited exceptions. Following the 2017 Tax Cuts and Jobs Act, the performance-based compensation exception was largely eliminated, meaning most public company executive compensation above $1 million is non-deductible. Separately, Rule 10D-1 requires all listed companies to adopt and enforce clawback policies for incentive-based compensation in the event of an accounting restatement. Gurpreet Bal advises compensation committees to integrate both Section 162(m) planning and clawback policy design into the pre-IPO compensation structure rather than retrofitting after the offering.
Public companies must conduct advisory say-on-pay votes, typically annually, on their executive compensation programs. While the vote is non-binding, a significant negative vote can trigger institutional investor engagement, proxy advisory firm scrutiny, and reputational damage. Emerging growth companies may defer say-on-pay for up to five years under the JOBS Act, but many choose to hold the vote earlier to demonstrate governance maturity. Gurpreet S. Bal advises pre-IPO companies on structuring compensation programs that align with ISS voting guidelines and institutional investor expectations from the outset.
Gurpreet's observation: the hardest part of this role is the built-in tension between what management wants to be paid — for themselves and their top performers — and what the committee is there to protect. Management pressure is almost always toward near-term results. There are situations where that makes sense: a technology transition, a product at the beginning or end of its lifecycle, a moment where a strong near-term push genuinely justifies deprioritizing the three-to-five year goals. But that is usually not why the tension is there. Usually it is simply that the CEO wants a larger bonus than the committee believes the results warrant. You are the reason that bonus did not happen. You need to be comfortable being disliked for that decision — by management, sometimes by other board members. If you are not, you are not the right person for this role.
Gurpreet S. Bal is a Partner at Foley and Lardner LLP in Silicon Valley, where he advises startups, founders, and investors on venture financings, M&A, IPOs, and corporate governance. He has represented clients in hundreds of transactions with aggregate deal value exceeding $60 billion across AI, semiconductors, fintech, and emerging technology. Gurpreet's recent IPO experience includes leading company representation in the only sub-$1 billion U.S. semiconductor IPO in the last few years.