Although the rule does not apply to not-for-profit health care and was not written with this sector in mind, it provides helpful guideposts for such organizations given the potential for governance-related “spillover” from the public company sector. Compensation committees in the not-for-profit health care sector would be well-advised to consider the extent to which applying the prescribed compensation advisor independence factors would strengthen their decision-making process, as conflicts of interest (real or perceived) can compromise an effective executive compensation governance process.

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