Compensation

Federal Reserve Joins Forces with the FDIC, OCC & OTS
Pearl Meyer & Partners - Jul 07, 2010
The Federal Reserve Board (FRB) was joined by the Federal Deposit Insurance Corporation (FDIC), Office of the Comptroller of the Currency (OCC) and Office of Thrift Supervision (OTS), (collectively the Agencies) on June 21 in issuing final guidance. The final guidance is generally consistent with the FRB’s proposal in October of 2009 governing incentive compensation for banking organizations. The Agencies’ stated purpose is to "ensure that incentive compensation arrangements at financial organizations take into account risk and are consistent with safe and sound practices" and to "assist banking organizations in designing and implementing incentive compensation arrangements and related policies and procedures that effectively consider potential risks and risk outcomes." The final guidance became effective upon publication in the Federal Register on June 25.

Repositioning Your Pay Programs for Recovery
Pearl Meyer & Partners - Jul 07, 2010
While the current economic climate is still unsettled, most signs point to a slow, steady rebound from the “Great Recession.” Companies are beginning to hire again and are resuming or increasing spending on merit increases, incentive/bonus payouts and equity awards after a prolonged and painful focus on managing payroll cost. That makes this an opportune time for employers to take stock of whether they are getting the best return on one of their most significant expenditures.

Executive Compensation Governance Reforms
Radford - an Aon Consulting Company - Jun 10, 2010
With the Senate’s May 20, 2010, passage of executive compensation and corporate governance reform legislation, two separate but similar bills are in front of Congress. Reconciliation of these bills is expected this summer, perhaps as early as July. Assuming passage of some form of combined act, companies will be facing further changes to their governance and pay processes and policies, in addition to the changes they have had to make since the SEC revisions of last December. This Alert compares the two pieces of legislation, and shares Radford’s observation on the impact the reforms could have on companies.

2010 Executive Pay-for-Performance Survey
Pearl Meyer & Partners - May 22, 2010
As a result of recent economic turmoil and increased scrutiny of executive compensation practices, more pointed questions are being asked by investors, legislators and the media as to whether pay and performance are truly aligned. As Management and Boards of Directors engage in such discussions, they need to agree upfront on specifically how “pay-for-performance” should be defined. The Pearl Meyer & Partners survey PM&P On Point: 2010 Executive Pay-for-Performance provides context around this important issue. It examines how a wide range of companies are approaching the selection of performance measure and goal-setting, as well as providing data and insights on related executive compensation issues.

Top 10 Compensation Committee Agenda Items for 2010
Pearl Meyer & Partners - May 03, 2010
For most people looking at the well-known illusion below, the orange circle on the right appears to be larger than the one on the left. In fact they are exactly the same size. We begin this year’s “Top 10” report with this simple illusion to emphasize that when it comes to executive compensation, context is everything and perception is relative. The popular view of executive compensation for most of the past two decades is represented by the circles on the left side, with strong economic growth, company performance and shareholder value creation making the executive pay circle at the center appear relatively small. But on the right side, the current economic reality makes the same center circle look huge, especially in terms of the desired alignment between performance and shareholder value.

Relative Total Shareholder Plans - Performance-Based Equity Design
Radford - an Aon Consulting Company - Feb 25, 2010
The most prevalent equity incentive vehicle in use today is still the stock option, particularly in the technology and life sciences sectors. However, options have been under great scrutiny in recent years. Backdating investigations, debate over accounting treatments, underwater option repricings and outsized executive grants have all brought this equity vehicle into the harsh spotlight. Option proponents argue they remain the most effective and motivational incentive for high-growth and high-potential companies, but pressure from detractors has lead to increased use of time-vested restricted stock in lieu of options.

Market Stock Units: Another Arrow in the Equity Compensation Quiver
Radford - an Aon Consulting Company - Feb 25, 2010
Companies are continuing to look at new and more sophisticated types of equity that better support compensation objectives while increasing alignment with shareholder interests. In the current business environment, traditional equity vehicles are flawed. Stock options are highly sensitive to strike price and exercise timing, and are vulnerable to falling underwater, creating employee morale and retention issues. Time-based restricted stock, on the other hand, delivers value with minimal linkage to performance – vesting whether or not the company has been successful.

SEC Adds New Compensation Disclosure Requirements
Radford - an Aon Consulting Company - Feb 25, 2010
On December 16, 2009 the Securities Exchange Commission (SEC) expanded the disclosure rules it originally laid down several years ago, adopting several new regulations related to executive compensation and board structure. The new regulations pertain to the relationship between public company compensation policies and the potential risks engendered by those policies, the qualifications and relationship of the board to management, how equity values are reported, and the relationship between companies and the compensation consultants they retain (see Figure 1). This Radford Alert provides an overview of the new rules, as well as our perspective on the impact to clients.

New England 100 Executive Compensation Practices
Radford - an Aon Consulting Company - Feb 25, 2010
In the fall of 2009, Radford analyzed proxy data for the 48 largest technology and 52 largest life sciences companies (by revenue) headquartered in New England to examine executive pay practices. This summary covers the highlights of those findings, as well as comparisons to previous fiscal year pay practices. In order to present a pure comparison for year-over-year data, we performed incumbent-level analysis, eliminating cases where data did not exist for the same incumbent in the same position over both time periods. Data are reported separately for the two industry groups. All data represent the median value unless otherwise indicated.

SEC's Holiday Gift: Final Rules for 2010 Compensation and Corporate Governance Disclosures
Pearl Meyer & Partners - Jan 05, 2010
The SEC’s newly finalized rules for expanded disclosure of compensation and corporate governance (1) include meaningful and practical changes and clarifications to its original proposal released in July (2). The amended rules, adopted Dec. 16 by a 4-1 vote, will apply to proxies filed on or after February 28, 2010.

Compensation Planning for 2010
Pearl Meyer & Partners - Dec 15, 2009
PM&P on Compensation Planning: Looking Ahead to Executive Pay Practices in 2010” was designed to arm executive pay decision makers with information on how others are confronting competitive and regulatory challenges in the current environment. The survey is unique in its approach to assessing how executive pay practices are changing year-over-year, and is intended to provide “forward looking” guidance rather than “backward looking” validation. While a wide variety of data sources can answer questions such as “what did executives earn in 2008?”, very few address questions along the lines of “how do companies anticipate modifying their executive annual incentive program design in 2010?” We hope that this survey helps fill the gap.

Risk Metrics 2010 - Policy Update
Pearl Meyer & Partners - Dec 15, 2009
Proxy advisory firm RiskMetrics Group (RMG) has issued important compensation-related updates to its voting policy that will apply to all shareholder meetings held on or after February 1, 2010. Depending on a company’s shareholder base, an RMG voting recommendation can have a meaningful impact on the outcome of items submitted to a shareholder vote.

2009 Say On Pay Survey
Pearl Meyer & Partners - Oct 20, 2009
Momentum continues to build in Congress to require that all public companies offer their shareholders an advisory vote on executive pay. The new 2009 Say on Pay Survey from independent compensation consultants Pearl Meyer & Partners offers an in-depth look at how 231 respondents across a range of industries are approaching this major new governance initiative.

House Backs Bill on Say on Pay and Compensation Committee Requirements
Pearl Meyer & Partners - Aug 06, 2009
A major step towards mandatory Say on Pay votes at all public companies was taken on July 31, 2009, when the House of Representatives approved the Corporate and Financial Institution Compensation Fairness Act of 2009. The legislation would require an annual, non-binding advisory shareholder vote on pay, as well as heightening regulatory standards related to Compensation Committee independence at all public companies. Additional provisions, which would apply only to certain financial institutions, are intended to discourage excessive risks by imposing significant new restrictions on the use of compensation incentives. The effective dates vary for each provision but in its current form, Say on Pay would like take effect in the 2011 proxy season—a year later than proposed by Treasury in its own legislation attached to the Investor Protection Act of 2009, which was introduced in July. In this paper, Pearl Meyer & Partners summarizes key provisions of the House-approved bill.

Recent Executive Compensation and Corporate Governance Developments
Bingham McCutchen - Jul 13, 2009
Since the beginning of the financial crisis in late 2008, Congress and the Department of the Treasury have increased their efforts to regulate executive compensation and corporate governance practices. Similarly, the Obama administration has provided input on its view of necessary reforms and proposed legislation. The Securities and Exchange Commission has also recently approved and proposed a number of changes which will affect executive compensation, governance, disclosure and annual meeting practices. This alert summarizes, in chronological order, many important developments that practitioners, management and boards should all be aware of.

U. S. Department of the Treasury Issues Statements on Executive Compensation
Hinckley, Allen & Snyder LLP - Jul 07, 2009
In a speech on June 10, 2009, Secretary of the U.S. Department of the Treasury Timothy Geithner announced a set of principles designed to guide the future of executive compensation. The announcement was framed as a set of “standards that reward innovation and prudent risk-taking, without creating misaligned incentives.” These principles are not specific to recipients of federal aid under the Troubled Asset Relief Program, but are intended to apply to all public companies. The following summarizes the five principles outlined by Geithner:

2009 Early 50 Filers
Pearl Meyer & Partners - Jun 30, 2009
A wide range of companies have already disclosed significant reductions in their current executive pay programs, signaling an important shift in pay practices that will not be fully reported until next spring, according to a new analysis of 2009 proxy filings by compensation consultancy Pearl Meyer & Partners. Of the 50 companies in the study, 58% reported making changes to their executive compensation programs in response to the economic downturn and likely increased shareholder scrutiny, including several “forward looking” disclosures in which changes would be effective in 2009 and impact pay levels reported in next year’s proxy.

Obama Administration Outlines Broad-Based Compensation Best Practices
Pearl Meyer & Partners - Jun 15, 2009
The Administration’s new initiatives to reform executive compensation programs and corporate governance, announced on June 10, 2009, will have broad implications for companies even beyond those receiving federal assistance. Treasury Secretary Tim Geithner outlined five general best practice compensation principles, and also outlined legislation which would give the SEC additional authority to require that all public companies hold an annual non-binding shareholder vote on executive compensation and also adhere to stricter standards of independence for Compensation Committees.

Executive Compensation: Restoring Confidence Without Sacrificing Effectiveness
Pearl Meyer & Partners - May 05, 2009
In the current financial crisis, Boards of Directors must take decisive steps to restore confidence in our executive compensation system, avert the threat of suffocating government intervention and help breathe life into the economy. Executive Compensation: Restoring Confidence Without Sacrificing Effectiveness, provides specific recommendations from Pearl Meyer & Partners on how Directors can provide the most responsive and responsible leadership.

Changing Perceptions of Pay
Sharon Merrill Associates - Mar 19, 2009
The public, the news media, governance watchdogs, and Congress have long believed that executive pay is out of control and completely unlinked to performance. Now, with a global market meltdown in full swing, executive compensation has become even more of a lightning rod for economic frustrations, a pressure point for activist investors, and fodder for the media, in their bid to portray "greedy" executives.

Executive Compensation: Strong Governance in Uncertain Times
Pearl Meyer & Partners - Mar 08, 2009
Conducted in collaboration with Directorship magazine, the Pearl Meyer & Partners Quick Poll, Executive Compensation: Strong Governance in Uncertain Times, examined the processes and protocols that Boards currently rely on when setting executive pay. This issue is increasingly critical given continued economic turmoil and the growing scrutiny of executive compensation, making it more imperative than ever that organizations demonstrate strong and effective governance.

The Ever-Changing Federal Assistance Landscape
Pearl Meyer & Partners - Mar 08, 2009
Outrage over Wall Street bonuses has prompted the Treasury Department to impose a new round of limitations on executive compensation programs at financial institutions taking government funds. Communicated in a February 4, 2009 press release issued by Treasury, the rules are subject to public comment and expected to be finalized within weeks.

Executive Pay Oversight in an Economic Crisis
Pearl Meyer & Partners - Jan 31, 2009
Widespread turmoil in the world’s financial markets has intensified the need for compensation committees to move beyond competence to excellence in their oversight of executive pay programs. Many critics blame the design of performance incentives for encouraging senior executives to take undue risks in pursuit of windfall payouts, ultimately causing the current crisis. Proposed “reforms” range from changes in tax and accounting rules to legislation restricting how much, and in some cases how, executives may be compensated.

Compensation Trends in the High-Technology Industry
Radford - an Aon Consulting Company - Jan 15, 2009
The relationship between Board of Directors and managers of the companies they serve has evolved in recent years. While change in corporate governance will continue to unfold, the role of the Board and the accountabilities of its directors today are starkly – and approaching fundamentally – different than they were 10 years ago. The once widely (if at times, unrealistically) accepted notion that Boards lack independence from Management has dissolved. Boards today are expected to be armed with the business, governance, legislative and financial acumen required to be critical, highly-engaged strategic advisors of the company. The impetus for the change is well-known, if not entirely contained: investor, media and government criticism of catastrophic corporate failures – inside and outside of high technology – typically begins with the company’s senior management, but it also extends to the Boardroom.

Compensation Trends in the Life Sciences Industry
Radford - an Aon Consulting Company - Jan 15, 2009
The relationship between Board of Directors and managers of the companies they serve has evolved in recent years. While change in corporate governance will continue to unfold, the role of the Board and the accountabilities of its Directors today are starkly – and approaching fundamentally – different than they were 10 years ago. The once widely (if at times, unrealistically) accepted notion that Boards lack independence from Management has dissolved. Boards today are expected to be armed with the business, governance, legislative and financial acumen required to be critical, highly-engaged strategic advisors of the company. The impetus for the change is well-known, if not entirely contained: investor, media and government criticism of catastrophic corporate failures – inside and outside of life sciences – typically begins with the company’s senior management, but it also extends to the boardroom.

Dynamic Pay Modelling - A Holistic Approach to Executive Pay
Pearl Meyer & Partners - Dec 23, 2008
Growing public scrutiny of executive compensation means that for many companies today, it’s a matter of when – and not if – they will eventually be required to defend the design and administration of executive compensation programs. Directors, human resource leaders and executives need to be able to tell a compelling story about the thinking behind decisions and outcomes, supported by evidence of a solid, far-reaching framework underlying the full complement of pay elements. Moreover, without a detailed understanding of how a confluence of individual factors in various scenarios could affect compensation levels, Boards may find themselves surprised by controversy over unexpectedly large payouts.

The Impact of Performance on Equity Utilization
Radford - an Aon Consulting Company - Nov 06, 2008
AS GOVERNANCE STANDARDS HAVE TIGHTENED OVER THE PAST SEVERAL YEARS, COMPANIES HAVE WORKED TO create a sustainable balance between managing shareholder dilution and maintaining a strong pay-for-performance culture through their equity compensation programs. In 2000, the median gross burn rate (see list of definitions at the end of this paper) for all high-technology companies was 5.9 percent compared to approximately 3.2 percent.1 While this marked decrease in stock utilization has presented challenges for companies relying on equity to build ownership cultures that drive value creation, Radford analysis shows that some companies are realizing the best of both worlds: lower utilization and higher share price appreciation.

Compensation Design for Succession Planning
Radford - an Aon Consulting Company - Nov 06, 2008
WHEN A CHIEF EXECUTIVE OFFICER (CEO) LEAVES A COMPANY, THE DEPARTURE IS JUST AS LIKELY TO OCCUR AS A result of performance concerns, strategic misalignment with the Board, or a merger as it is a result of retirement. Regardless of the proximate cause, whether planned well in advance (retirement), or not (poor performance), most companies are not, by their own estimation, adequately prepared. Increasingly, as governance standards have risen, and CEOs have been given shorter time horizons to perform, Boards are turning their attention to the issue of succession planning. In the process, they are grappling with a variety of complex issues, most of which are sensitive and full of risk.

What Every Compensation Committee Should Ask Its Consultant
Pearl Meyer & Partners - Nov 06, 2007
Important questions often go unasked when compensation committees interview a prospective consultant.Members are likely to be attentive to important but routine issues related to a candidate’s reputation, capabilities, and expertise. Yet as committees’ functions and visibility have expanded as a result of new disclosure requirements, changing governance standards, and intense public attention to executive pay programs, so too should the expectations and standards set for their consultants.

How Compensation Committees Can Do a Better Job
Pearl Meyer & Partners - Mar 31, 2007
It is counterintuitive that the compensation committee’s overarching mission is neither the oversight of pay and benefit programs, nor compliance with the demands of governance and regulatory standards. Now more than ever, its mission is fulfilling the board’s pivotal responsibility: to develop a talent-rich organization by ensuring programs are in place to attract and retain a team of senior managers with the necessary ability, integrity, and drive to advance strategic priorities as part of a carefully planned succession process. In recent years, investor pressure on boards to quickly replace corporate leaders who are underperforming or face ethics questions has highlighted the need for boards to identify and foster future leadership in advance of a management crisis.

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