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Recent Coverage Of Executive Compensation Issues

Below is some of the most recent Compliance Week coverage on issues related to executive compensation. This coverage is quite diverse, tackling the SEC’s compensation disclosure guidelines, shareholder and proxy pressures, Section 409A rules, backdating, perks, SERPs, and more. Also, see Compliance Week’s extensive compensation data resources, including a searchable database of Compensation Discussion & Analysis (CD&A) disclosures, and a database of material compensatory contracts as required by the SEC’s new 8-K rules.

  Title & Description Date Type of Article
1. Top Option Grants, Stock Awards in Oct.
Top Option Grants, Stock Awards in Oct.
 		11/18/08 Compliance Week Coverage
2. Top Option Grants, Stock Awards in Oct.
Top Option Grants, Stock Awards in October.
 By Compliance Week
11/18/08 Compliance Week Coverage
3. Activists Rally the Troops for Say-on-Pay
Shareholder votes on executive compensation packages hit a plateau this year, after a stunning ascendancy in 2006 and 2007. Corporate America, however, should brace itself for another resurgence in 2009.
 By Melissa Klein Aguilar
11/18/08 Compliance Week Coverage
4. Director Ownership Policies Emerge As Best Practice
More and more companies are requiring their directors to have—and keep—a personal stake in the companies’ fortunes.
 By Melissa Klein Aguilar
10/21/08 Compliance Week Coverage
5. Shareholder Voices Getting Louder, Stronger
Shareholder complaints about executive compensation are nothing new, especially these days. But shareholder complaints actually influencing executive pay—well, that’s a different story.
 By Melissa Klein Aguilar
10/21/08 Compliance Week Coverage
6. Top Option Grants, Stock Awards in Sept.
Top Option Grants, Stock Awards in Sept.
 		10/14/08 Compliance Week Coverage
7. Top Option Grants, Stock Awards in Sept.
Top Option Grants, Stock Awards in Sept.
 		10/14/08 Compliance Week Coverage
8. Bailout Bill Targets Exec Pay, Kinda Sorta
Washington’s wrangling over legislation to bail out Wall Street has finally lurched toward its dramatic finish … and also put renewed investor outrage over executive compensation into sharp focus.
 By Melissa Klein Aguilar
10/07/08 Compliance Week Coverage
9. SEC Bans Naked Shorts; Impact on Public Companies
As regulators mull next steps to calm jittery U.S. markets, observers say the Securities and Exchange Commission’s unusual move to ban “naked” short selling of the securities of all public companies isn’t likely to have much impact beyond the short-term.
 By Melissa Klein Aguilar
09/23/08 Compliance Week Coverage
10. Top Option Grants, Stock Awards in Aug.
Top Option Grants, Stock Awards in Aug.
 		09/16/08 Compliance Week Coverage
11. Top Option Grants, Stock Awards in August
Top Option Grants, Stock Awards in August
 		09/16/08 Compliance Week Coverage
12. Top Option Grants, Stock Awards in July
Top Option Grants, Stock Awards in July
 		08/19/08 Compliance Week Coverage
13. Psst: Don’t Forget Sec. 409A Compliance
The clock is rapidly ticking down to zero for Corporate America to comply with new regulations governing deferred compensation agreements under Section 409A of the tax code. The new rules go into effect on Jan. 1, 2009, so by now most companies should be wrapping up their efforts to bring all affected compensation arrangements into compliance.
 By Melissa Klein Aguilar
08/05/08 Compliance Week Coverage
14. More Companies Opt for Clawback Clauses
The number of companies adopting clawback policies continues to claw its way upward forward.
 By Melissa Klein Aguilar
06/24/08 Compliance Week Coverage
15. Tracing the Past and Future of CEO Pay
Editor’s note: This is the first in a two-part series on the subject of CEO pay.
 By Richard M. Steinberg, Compliance Week Columnist
06/17/08 Compliance Week Coverage
16. Study Claims Executive Pay on the Decline
Despite popular belief—or perhaps to the disbelief of many shareholders—corporate governance reforms and market pressures may finally be squeezing at least some parts of executive compensation packages.
 By Jabulani Leffall
06/17/08 Compliance Week Coverage
17. Conflicting Views on Pay Consultant Conflicts
Chief executives and their boards have been on the hot seat for quite a while over soaring levels of executive compensation. Now, thanks to details emerging this spring from corporate proxy statements, they have more company: the compensation consultants who help design those pay plans.
 By Melissa Klein Aguilar
05/28/08 Compliance Week Coverage
18. In Europe, CEO Pay Gets Complicated
Executive pay, long a lightning rod of investor disgust in the United States, has become a hot issue again in Europe.
 By Neil Baker
05/20/08 Compliance Week Coverage
19. Say-on-Pay Revolution Officially Underway
With the U.S. economy reeling from the sub-prime mortgage mess and the credit crunch, outrage among investors and lawmakers over outsized executive compensation is reaching a fever pitch this proxy season.
 By Melissa Klein Aguilar
03/18/08 Compliance Week Coverage
20. IRS Expands Scope of Sec. 162(m)
New guidance from the Internal Revenue Service has cleared up lingering questions about what qualifies as performance-based compensation under Section 162(m) of the tax code, but the IRS’s opinion holds both good and bad news for companies.
 By Melissa Klein Aguilar
03/04/08 Compliance Week Coverage
21. Executive Pay Tops Investors’ Priority List
With executive compensation again emerging as the major flashpoint this proxy season, investors will be looking closely at companies’ proxy disclosures related to peer groups, internal pay equity, performance targets, and supplemental executive retirement plans, among others, according to a panel of experts.
 By Melissa Klein Aguilar
02/12/08 Compliance Week Coverage
22. Trouble Over Performance Targets
The big sticking point for disclosure of executive compensation seems to be emerging: performance targets.
 By Melissa Klein Aguilar
02/05/08 Compliance Week Coverage
23. Top Option Grants, Stock Awards in December
Top Option Grants, Stock Awards in December
 By Compliance Week and by Compliance Week
01/15/08 Compliance Week Coverage
24. Getting Started on Internal Controls for Equity Pay
The governance spotlight shines pretty brightly on companies’ stock option granting practices these days, so it’s little surprise that internal controls around equity compensation have emerged as a focus for public companies.
 By Melissa Klein Aguilar
01/15/08 Compliance Week Coverage
25. Sub-prime Suddenly a Focus for Investor Activists
It’s that time of year when shareholder activists plot their strategies to needle, cajole, and confront Corporate America later this spring in the proxy season.
 By Stephen Taub
01/02/08 Compliance Week Coverage
26. Largest Option Grants, Stock Awards in Nov.
Largest Option Grants, Stock Awards in Nov.
 By Compliance Week and by Compliance Week
12/11/07 Compliance Week Coverage
27. How to Avoid Golden Parachute Surprises
One of the biggest mistakes businesses can make about change-in-control events is to believe they won’t ever face one. That lack of preparation can cost company and executive alike dearly.
 By Melissa Klein Aguilar
11/20/07 Compliance Week Coverage
28. Proxy Access: Solution for ’08 Slipping Away
The head of the Securities and Exchange Commission played for more time last week on the vexing issue of shareholder access to proxy statements, telling Washington lawmakers the SEC still wants to reach some resolution to the problem—despite calls from Congress for the Commission to do nothing for now.
 By Melissa Klein Aguilar
11/20/07 Compliance Week Coverage
29. Verizon Adopts Say on Pay; So Who’s Next?
Verizon Communications has turned up the heat on whether shareholders should have a greater say in executive pay packages, an issue that dominated this year’s proxy season and is sure to be back again in 2008.
 By Stephen Taub
11/13/07 Compliance Week Coverage
30. Options Continue Decline, Performance-Based Plans Climb
Amid concerns over dilution, compensation expenses, and executive pay practices in general, companies continue to tighten their equity belts and to shift the mix of stock vehicles they dole out to employees, a study of the nation’s largest companies shows.
 By Melissa Klein Aguilar
11/06/07 Compliance Week Coverage
31. Comp. Disclosure Tips; Climate Disclosure; More
With the clear message from the Securities and Exchange Commission that it expects companies to improve their executive compensation disclosures next year, companies would be wise to get started, an expert advises.
 By Melissa Klein Aguilar
11/06/07 Compliance Week Coverage
32. 409A Rules Deferred One Year; Now Get Cracking
The Treasury Department may have given—finally—a much-needed extension to compliance with final Section 409A regulations on deferred compensation. But that doesn’t mean companies should slow their compliance efforts, experts warn.
 By Melissa Klein Aguilar
10/30/07 Compliance Week Coverage
33. One-Year Extension on Section 409A
The Treasury Department and the Internal Revenue Service have granted another year’s extension on the full range of Section 409A, the thicket of tax rules surrounding deferred compensation.
 By Melissa Klein Aguilar
10/23/07 Compliance Week Coverage
34. The CD&A: Communicate Beyond Compliance
As calendar-year companies begin preparing their Compensation Discussion & Analysis for their 2008 proxies, they are caught in the middle of the Securities and Exchange Commission’s desire for a “plain English” description of the “how and why” of executive compensation and the SEC staff’s demand for more detailed information. Those two imperatives come from the SEC’s targeted review of the new executive compensation disclosures filed earlier this year.
 By Louis M. Thompson, Jr., Compliance Week Columnist
10/23/07 Compliance Week Coverage
35. Clawback Policies for CEO Pay Rising Swiftly
With criticisms coming ever more loudly that executive pay should be tied to strong corporate performance, the idea of taking pay back in the wake of poor performance is gaining popularity.
 By Melissa Klein Aguilar
10/16/07 Compliance Week Coverage
36. Chaos Reigns on Proxy Access Proposals
More than a year after the court decision that thrust the issue of shareholder access to the proxy statement back into the spotlight, consensus on a resolution appears elusive.
 By Melissa Klein Aguilar
10/10/07 Compliance Week Coverage
37. Golden Parachutes Still Open for Business
Golden parachutes—the controversial exit payments paid to CEOs, often as large as the name implies—still continue to provide plenty of pay to CEOs and plenty of irritation to investors.
 By Melissa Klein Aguilar
09/11/07 Compliance Week Coverage
38. 409A Deadline: Extension Wanted, Unlikely
At nearly 400 pages, the Treasury Department’s guidance for Section 409A of the tax code takes a long time to read. Time to comply with its new requirements, however, is in short supply.
 By Jabulani Leffall
09/05/07 Compliance Week Coverage
39. PerkWatch: Tax Planning, Physicals, Clubs
From exclusive “executive physicals” and club memberships to tax planning, home security systems, and car services, few limits exist when it comes to executive perks.
 By Jaclyn Jaeger
07/24/07 Compliance Week Coverage
40. Despite Investor Dislike, SERPs Keep On Coming
­­­­ If shareholders hope that the Securities and Exchange Commission’s new rules for disclosing executive compensation will bait companies into curbing Supplemental Executive Retirement Plans as an additional perk for executives, corporate boards are not biting. Yet.
 By Jaclyn Jaeger
07/17/07 Compliance Week Coverage
41. Comments On Stock Option Proposal; COSO Guidance
The Securities and Exchange Commission is seeking comment on proposed amendments to its rules that would help companies avoid becoming subject to the registration requirements of the Securities Exchange Act due to grants of compensatory employee stock options.
 By Melissa Klein Aguilar
07/17/07 Compliance Week Coverage
42. Corporate Aircraft Usage By Executives Soars
Two words best describe aircraft usage by corporate C-suite executives: sky high.
 By Jaclyn Jaeger
07/10/07 Compliance Week Coverage
43. SEC Proposes New Capital-Raising Rules
In a move meant to sweeten the capital markets for small companies soured on going public thanks to the Sarbanes-Oxley Act, the Securities and Exchange Commission wants feedback on two proposals to make it easier and cheaper for companies to raise capital.
 By Melissa Klein Aguilar
07/03/07 Compliance Week Coverage
44. An Exclusive Report On Perks, Part I
2007 is the first year that companies must divulge in their annual proxy statements all of the lavish perquisites they offer their highest-paid executives—ranging from the personal use of corporate aircrafts, helicopters, and cars to company-paid country club memberships and home alarm systems. And according to a Compliance Week analysis of the perks offered by 250 large companies included in the S&P 500, such spending is way, way up.
 By Jaclyn Jaeger
07/03/07 Compliance Week Coverage
45. Activists Savor Proxy Season Victories
Board directors and shareholder activists might remember the 2007 proxy season for the record number of shareholder proposals filed this spring.
 By Stephen Taub
06/19/07 Compliance Week Coverage
46. At Home And Abroad, Say-On-Pay Takes Root
Ready or not, “say on pay” could rapidly become a reality in the United States.
 By Melissa Klein Aguilar
05/22/07 Compliance Week Coverage
47. An Outside Job: External CEO Hires Paid More
Maybe having the inside track isn’t such a big help after all. An analysis of CEO pay at more than 450 large companies shows that chief executives hired from outside the company made significantly more than their internally promoted counterparts.
 By Melissa Klein Aguilar
05/01/07 Compliance Week Coverage
48. Final 409A Deferred Comp Regulations: Not The Relief Expected
Kaye Scholer tax department update notes that, "while the final [IRS Section 409A] regulations offer some relief from the difficulties presented by the breadth of Section 409A, in some areas they actually create new compliance problems."
 By Kaye Scholer LLP
04/18/07 Compliance Week Coverage
49. New Best Practices For Comp Committee
Serving on a board’s compensation committee is no easy task these days—and it probably won’t be ever again.
 By Melissa Klein Aguilar
04/17/07 Compliance Week Coverage
50. SEC Commissioners To Ponder Fines Earlier; More
The Securities and Exchange Commission’s five commissioners have adopted a new policy to participate in enforcement matters much earlier—before companies enter into settlement talks with SEC staff lawyers—to help speed the resolution of cases, SEC officials say.
 By Melissa Klein Aguilar
04/17/07 Compliance Week Coverage

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