Executive Compensation

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What Every Compensation Committee Should Ask Its Consultant
By David Swinford
Published in Director's Monthly - November 2007

When interviewing a prospective consultant, compensation committees cannot overlook the kind of penetrating questions that a ddress the likely fit between committee and advisor.

SEC's Second Phase of Proxy Review: Summary of Staff Findings and Observations

Highlights of the SEC's second phase of review of 2007 executive compensation disclosures, in which the Corporate Finance Staff provides observations and general guidance as to how programs should be reported in the upcoming proxy season.

The Right Stuff: Principles to Guide Effective Compensation Governance
By Matt Stinner
Published in Directorship - October/November 2007

Seven key areas where board members can take immediate action to improve their oversight and management of executive compensation programs.

No More ‘Holy Cow’ Moments
By Melissa Means
Published in Directorship - September 2007

An innovative way of reviewing executive compensation programs can provide a more complete picture of total pay.

Setting Shareholder-Focused Performance Targets
By Matt Turner
Published in Financial Executive - September 2007

Rigorous performance measure selection and target-setting reduce emotions and politics, resulting in more effective and shareholder-focused incentive arrangements.

SEC Begins First Phase OF 2007 Proxy Review
As part of its first phase of review of executive and director compensation disclosure in 2007 proxies, the SEC Corporate Finance Staff has sent its first wave of comment letters to certain targeted companies. A second phase of review will provide all companies with general guidance as to what the Staff will expect for the upcoming proxy season.

The Battle of the High Performers: Equity Vesting Alternatives that Make a Difference
By Peter Lupo
Published in Workspan - July 2007

Adding achievement metrics to an equity grant may be more advantageous under new SEC reporting rules, which require that companies explain how executive compensation programs are structured to support a strong pay-for-performance orientation.

Final SEC Disclosure Rules - What you need to know...
The SEC's widely anticipated final new rules for disclosure of executive compensation will profoundly affect reporting in proxy statements, annual reports and registration statements, particularly for programs related to stock options, deferrals and post-employment compensation.

To access our Client Alert, Webcast and other information on the new disclosure rules and their impact, click the 'More' button below.

Director pay in emerging firms
By Joseph Rich
Published in Directors & Boards - Second Quarter 2007

Tailoring Board compensation to a new organization's stage of development, industry and size is key to ensuring the kind of appropriate pay arrangements that have become a critical measure of good governance.

How Compensation Committees Can Do a Better Job
By David Swinford
Published in Director's Monthly - March 2007

The compensation committee's overarching responsibility today is to ensure that future leaders are identified and fostered in advance of a management crisis - and that requires reexamining every aspect of how members discharge their duties.

The Shareholder-Friendly Deferred Compensation Plan
By Joseph Rich & Charles J. French IV
Published in Workspan - March 2007

Continued controversy over the structure and level of executive pay programs, coupled with more detailed disclosure under new SEC rules, make it essential that companies address potentially problematical aspects of nonqualified deferral programs.

Tax Relief for Non-Executive Employees with Backdated Options
The Internal Revenue Service has announced a new voluntary correction program that offers potential benefits to non-executive employees who exercised discounted (i.e., what might be considered as backdated) options during 2006.

Key Inputs to the New CD&A You Should Be Reviewing Now
by Susan O'Donnell
Published in NACD Directors Monthly - October 2006

The new Compensation Discussion and Analysis (CD&A) in corporate proxies is an opportunity for companies to look beyond market analysis and peer groups to refine pay-for-performance strategies.





Essentials for Avoiding Overcompensating
by David N. Swinford
Published in Financial Executive - September 2006

Common mistakes that result in compensation packages out of proportion to the results delivered.





Reader Profile - Preparing for New SEC Disclosure Rules
by Theo Sharp
Published in Directors & Boards - September 2006

A Q&A discussion of issues facing companies in complying with extensive new proxy disclosure of executive and Director compensation.





New SEC Options-Pricing Rules Aim at Clarity, Transparency
by Mark Rosen
Published in Financial Executive International - August 2006

New SEC disclosure rules make stock option irregularities a sin of omission, rather than commission.





5 Trends Driving Change in Executive Compensation Programs
by Joe Mallin
Published in GoodBusiness - March 2006

Negotiating a compensation environment of heightened governance demands, increased investor expectations and new compliance pitfalls.





Three "Simple Solutions"
by Joseph R. Rich
Published in Boardroom Briefing - Winter 2005

Why simplistic solutions to curbing excessive executive pay won't work.





Red Flags in Executive Compensation
New hot button issues under increased disclosure.





Trends in Tally Sheet Use
Summary of PM&P's survey of how 107 companies are utilizing tally sheets to help track compensation.





The Art and Science of the Match, or Why Job Matching Keeps Me Up at Night
by Kenneth R. Cardinal
Published in Workspan - February 2004

Relegating job matching to a junior staff member with little background or training can have serious consequences.