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REFERENCE MATERIALS

All References

  • Alert: ISS Releases Technical Document With Pay-for-Performance Methodology for 2012
    On December 19, 2011, Institutional Shareholder Services (ISS) issued its technical document that details its pay-for-performance (P4P) methodology for 2012. The technical document lays out ISS's quantitative and qualitative assessment methodologies under its P4P policy for 2012. This Client Alert summarizes the key details of ISS's 2012 P4P methodology.
  • Alert: ISS Issues Final 2012 Policies
    On November 17, 2011, Institutional Shareholder Services issued final 2012 Policies. The final policies are largely in keeping with the draft policies released on October 18, 2011. The final policies will be effective for shareholder meetings on or after February 1, 2012. This Client Alert looks at the final compensation-related policies.
  • Alert: ISS Issues Draft 2012 Policies
    On October 18, 2011, Institutional Shareholder Services Inc. (ISS) issued draft 2012 Policies for comment. Comments can be submitted through October 31, 2011. This Client Alert looks at the compensation-related policies and includes our commentary on these draft policies.
  • Alert: ISS Posts 2011-2012 Policy Survey
    Institutional Shareholder Services, Inc. (ISS) recently posted its 2011-2012 Policy Survey. This Alert looks at the compensation related questions in the survey, providing Exequity's commentary on them. We strongly encourage companies to respond to ISS's survey before it closes August 3, 2011.
  • Alert: IRS Proposes New Code Section 162(m) Regulations
    The IRS recently issued new proposed regulations under Code Section 162(m) that clarify: (1) what companies must do in order to successfully utilize the performance-based compensation exception to the Code Section 162(m) limit; and (2) what compensation can qualify for the IPO compensation relief from Code Section 162(m). This Client Alert looks at these new proposed regulations. The IRS is accepting comments until September 22, 2011.
  • Speeches: Equilar 2011 Executive Compensation Summit
    Exequity's Robbi Fox, Jim Woodrum, Chad Mitchell and Ed Hauder will be participating in the Equilar 2011 Executive Compensation Summit. Their topics are as follows: Robbi Fox, Legal and Regulatory Update - Dodd-Frank and Beyond, June 14, 2011; Jim Woodrum, Hot Button Corporate Governance Issues at One of America's Largest Investment Firms, June 14, 2011; Chad Mitchell and Ed Hauder, Industry Roundtable - All Industries, June 15, 2011. Click the link for more information and to register.
  • Webinar: Day Pitney LLP's GC Quarterly
    Exequity's Ed Hauder will participate in Day Pitney LLP's upcoming GC Quarterly, a complimentary webinar series, on Friday, June 10, 2011 from 12 to 1 pm Eastern. Ed will be addressing "Say on Pay" -- What should we do now that the vote is in? Follow the link to register for this free webinar.
  • Speech: World at Work 2011 Total Rewards Conference
    Exequity's Ed Hauder joined Scott Witz of W. W. Grainger and Reid Pearson of Alliance Advisors LLC to present "A Successful Journey: Creating a State-of-the-Art Equity Plan" at World at Work's 2011 Total Rewards Conference in San Diego on May 25, 2010 at 7:30 am.
  • Speech: The Conference Board Executive Compensation Management Council
    On April 14, 2011, Exequity's Ed Hauder presented to The Conference Board Executive Compensation Management Council in Chandler, AZ on Recent Regulatory, Technical, and Legislative Developments in Executive Compensation and Corporate Governance.
  • Alert: Fidelity Issues 2011 Proxy Voting Guidelines
    Fidelity recently issued its 2011 Proxy Voting Guidelines. This Client Alert summarizes the changes to the Fidelity Proxy Voting Guidelines related to compensation, especially as related to equity compensation plans. The Client Alert includes a summary of the compensation portions of the guidelines.
  • Alert: SEC Issues Proposed Rules on Independence of Compensation Committees and Their Advisers
    On March 30, 2011, the Securities and Exchange Commission issued proposed rules to implement the provisions of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 10C to the Securities Exchange Act of 1934. This Client Alert provides an overview of these proposed rules, a timeline for future actions related to the proposed rules, and Exequity's commentary on the proposed rules. Finally, the Client Alert includes a summary of Section 10C by provision along with the corresponding newly proposed rules. UPDATED May 2, 2011 to indicate comment period extended to May 19, 2011.
  • Article: Disclosure and Shareholder Approval of Executive Remuneration Packages
    This article by Edward Hauder of Exequity and Alan Judes of Strategic Remuneration was published in Benefits & Compensation International, Vol. 40, No. 8, April 2011, pp. 11-18. The article looks at the disclosure of executive pay packages and shareholders' rights to vote on those packages. The authors consider the statutory obligations of UK-listed companies to prepare a remuneration report and put it to an annual advisory shareholder vote, before considering its US equivalent, and comment on how the UK, and indeed Europe, have moved ahead in trying to regulate executive pay in the financial services sector.
  • Speech: The Impact of Dodd Frank on The Year of a Compensation Department
    Exequity's Ed Hauder will present this speech with Dan Walter from Performensation as part of IHR's Compensation Virtual Conference on February 14, 2011 from 11 am to 12 pm Eastern. Click the link to be taken to the main page for the conference where you can register and see additional details about the conference.
  • Speech: Trends in Equity Compensation & Plan Design
    Exequity's Ed Hauder will present this speech with Aaron Boyd from Equilar as part of IHR's Compensation Virtual Conference on February 14, 2011 from 2:45 pm to 3:45 pm Eastern. Click the link to be taken to the main page for the conference where you can register and see additional details about the conference.
  • Speech: The Proxy Solicitors Speak on Say-on-Pay (webcast)
    On January 18, 2011, Ed Hauder of Exequity will join Art Crozier of Innisfree M&A, David Drake of Georgeson and Reid Pearson of Alliance Advisors for this CompensationStandards.com webcast that will cover what companies are doing to engage their shareholders, the "hot button" compensation issues for shareholders and ISS, what tactics have been successful to bring in the vote at the last minute, and how to solicit now that say-on-pay will be on the ballot.
  • Alert: ISS's 2011 US Compensation Policy Frequently Asked Questions
    On December 14, 2010, Institutional Shareholder Services (ISS) issued its 2011 US Compensation Policy Frequently Asked Questions (FAQs) about several key policy areas: frequency of advisory vote on executive compensation; problematic pay practices/commitments on problematic pay practices; and, votes on golden parachutes. This Client Alert summarizes the FAQs and discusses potential implications.
  • Speech: 2011 Proxy Season: Practical Guidance on Implementing "Say-on-Pay"
    On December 15, 2010, Ed Hauder of Exequity will join Peter D. Fetzer of Foley & Lardner LLP, and Tom Germinario of D.F. King & Co., Inc. to present this Foley NDI (National Director Institute) Checkpoint webcast to offer guidance on key issues facing public companies under the say-on-pay regime, including: - Compensation committee responsibilities - How to engage shareholders - Frequency of say-on-pay votes - Drafting charter and proxy disclosure
  • Speech: How to Prepare for the Upcoming Proxy Season
    On December 14, 2010, Ed Hauder of Exequity will participate in the Practising Law Institute's seminar, How to Prepare for the Upcoming Proxy Season to be held at the University of Chicago Gleacher Center in Chicago, IL.
  • Speech: 2011 Proxy Season Update: Insiders' Perspectives
    Ed Hauder of Exequity will join Michael Diver, Wayne Wald and Robert Wild of Katten Muchin Rosenman LLP and Rhonda Brauer of Georgeson Inc. for this December 9, 2010 webinar. The webinar will include an overview of the SEC's new proxy Say on Pay rules and what to expect from the coming proxy season, with insights and preparation tips from legal, proxy solicitation and executve compensation experts. To register for this webinar, please click the title above.
  • Alert: Quick Summary of ISS's 2011 Policy Updates Related to Compensation
    On November 19, 2010, ISS released its 2011 Policy Updates to its proxy voting guidelines. The 2011 Policy Updates apply to companies with shareholder meetings occurring on or after February 1, 2011. This Alert provides a quick summary of these Policy Updates as they relate to compensation issues.
  • Alert: SEC Proposes Rules Regarding Shareholder Approval of Executive Compensation and Golden Parachute Compensation
    This Client Alert discusses the SEC's recently proposed rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act with respect to: . Say on Pay-nonbinding shareholder advisory vote on the executive compensation disclosures in the proxy; . Say When on Pay-nonbinding shareholder advisory vote on the frequency with which shareholders will vote on the executive compensation disclosures; and . Say on Golden Parachutes-disclosure and nonbinding shareholder advisory vote on golden parachute arrangements when shareholders are asked to approve a merger or other corporate transaction. The Alert also discusses implementation issues and practical considerations, including those pertinent to determining a board recommendation with respect to the Say When on Pay vote.
  • Speech: Executive Retirement Benefits-A Moving Target
    On October 25, 2010, Dmitry Shmoys joined Charlie Cahill of Cassidy Retirement Group to present at the Conference of Consulting Actuaries an overview of the recent developments impacting the design of traditional SERPs.
  • Speech: The Current Governance and Proxy Voting Landscape
    On October 7, 2010, Exequity's Ed Hauder will join Andrew Letts of State Street Global Advisors and Reid Pearson of Alliance Advisors, LLC for this Alliance Advisors' webcast. The speakers will discuss the current governance and proxy voting landscape, including the Dodd-Frank Act, say on pay, equity plan proposals and proxy access.
  • Article: Broad Deductibility Limitations, Are Limits on Compensation in Pursuit of All Companies?
    This article by Robbi Fox was published in the October 2010 issue of workspan magazine. The article looks at new legislation that impacts the deductibility of compensation under Internal Revenue Code Section 162(m) for certain organizations and the implications if these provisions are made to apply to all public companies.
  • Speech: Say on Pay and Evaluating the Impact of Shareholder Advisory Groups - Preparing for the Next Proxy Season
    On September 24 in New York City, Ed Hauder will join Reid Pearson from Alliance Advisors LLC to kick-off the New York Compensation Association's 2010-2011 speakers series with a discussion of the current state of affairs on "Say on Pay," giving historical context to the new Say on Pay requirements ushered in by the Dodd-Frank Act. They will look at what the Dodd-Frank Act will require, lessons from the 2010 proxy season, the international experience with say on pay, as well as shareholder advisory groups' positions regarding say on pay and implications for next proxy season. Finally, Ed and Reid will share their thoughts on what companies can do right now in order to start preparing for the new reality of "say on pay" to best positions themselves for the 2011 say on pay vote.
  • Speech: A Successful Journey: Creating a State-of-the-Art Equity Plan
    Ed Hauder will join Scott Witz of W. W. Grainger and Reid Pearson of Alliance Advisors LLC to present "A Successful Journey: Creating a State-of-the-Art Equity Plan" at the National Association of Stock Plan Professional's 2010 Annual Conference in Chicago, IL on September 22, 2010 at 1:30 pm
  • Speech: Hot Button Fixes: In Light of "Say-on-Pay"
    Robbi Fox of Exequity will participate in a panel discussion and presentation at the 7th Annual Executive Compensation Conference in Chicago on September 21 at 9:45 am. The panel will provide practical guidance on addressing the hottest issues shareholders are focused on today and ensuring that your "Say-on-Pay" proposals pass muster with shareholders.
  • Webcast: What Compensation Professionals Need to Know About Financial Reform Legislation
    Ed Hauder of Exequity joined Dan Walter of Performensation in presenting this webcast on August 25, 2010. The webcast looked at current action items for compensation professionals as a result of the Dodd-Frank Act, and was sponsored by HCR Software.
  • Speech: The Winds of Change Blow Once Again: Executive Compensation and Corporate Governance Provisions of Dodd-Frank
    Ed Hauder presented on the executive compensation and corporate governance provisions of the Dodd-Frank Wal Street Reform and Consumer Protection Act to the Chicago Chapter of the National Association of Stock Plan Professionals on August 3, 2010.
  • Quick-Take Study: An Alternative Approach to Benchmarking Change-in-Control Costs
    To help companies benchmark proxy officer change-in-control (CIC) costs, Exequity analyzed 2010 proxy filings of 500 firms representing a wide cross section of industries and company sizes. Top five executives' CIC costs, with CEO values shown separately, are presented both as a percentage of year-end market cap, and in absolute dollar terms. This type of analysis enables firms to reach beyond a traditional comparison of CIC benefits based on an examination of each CIC program design feature, and understand how aggregate CIC costs for named executive officers compare to the market. Comparison of CIC costs to market cap largely neutralizes the impact of stock prices on the value of equity vesting acceleration, and therefore total CIC benefit values, thus leveling the playing field between companies with rising and falling stock prices. Relative costs and prevalence of 280G excise tax gross-up provisions were also collected and analyzed.
  • Speech: The Real Impact of Say on Pay and a brief update from the Dodd-Frank Bill
    Ed Hauder, along with Robert McCormick, Esq., Chief Policy Officer for Glass, Lewis & Co., and Dan Walter, President and CEO of Performensation, participated in this webcast for the New York/New Jersey Chapter of the National Association of Stock Plan Professionals.
  • Speech: Oil Industry Group's Executive Compensation Roundtable
    Ed Hauder presented at the Oil Industry Group's Executive Compensation Roundtable on Say on Pay and the Dodd-Frank Act.
  • Speech: Industrial Manufacturing Roundtable
    James D. Woodrum and Ed Hauder co-chaired the Industrial Manufacturing Roundtable at Equilar's 2010 Executive Compensation Summit in Washington, D.c., along with Doug Wilson from Dover Corporation and Allison McBride from International Paper.
  • Special Report: Equity Plan Proposal Failures: 2007-2009
    In this Special Report, Ed Hauder of Exequity and Reid Pearson of The Altman Group examine the 38 equity plan proposals that failed out of approximately 2,200 total proposals put forward by Russell 3,000 companies from 2007 through 2009. The authors detail several lessons for companies to consider when requesting shares, the most significant of which are to ensure that both dilution and burn rate are not excessive. The Special Report also looks at the success rates of RiskMetrics/ISS' against vote recommendations for equity plan proposals and finds that they vary, sometimes significantly, based on the industry group. Similarly, the percent of equity plan proposals that failed varies based on industry group. Companies that are considering requesting shareholders to approve additional shares for their equity compensation plans will have a better idea of the challenges they face after reading this Special Report.
  • Quick-Take Study: Long-Term Incentive Trends CEO Long-Term Incentive Opportunity: 2008 Through 2010
    As an update to our Quick-Take Study, Long-Term Incentive Trends: 2010 Vs. 2009 CEO Long-Term Incentive Opportunity, released in March, Exequity included CEO LTI awards from 2008 to identify trends in LTI opportunity over the last three years. Overall, we found that 2010 CEO LTI award levels have essentially returned to 2008 levels. At the median, total LTI value decreased slightly (-2%) from 2008 to 2010 relative to an equal decrease (-2%) in grant price. This study presents additional key findings, including LTI opportunity percent change by industry from 2008 to 2010, an updated 2009 vs. 2010 CEO LTI analysis by stock price change which includes companies granting LTI awards in March and April, and an updated in-the-money option analysis for 2008 and 2009 stock option awards.
  • Speech: Developments in Long-Term Incentives
    Jeff Hyman presented at the Manufacturers Alliance/MAPI Human Resources Council Meeting (May 2010) on Developments in Long-Term Incentives.
  • Speech: Executive Compensation and the Current Regulatory Environment
    Robbi Fox presented Executive Compensation and the Current Regulatory Environment at the National Association of Wholesaler-Distributors (NAW) Billion Dollar Company CFO Roundtable (April 14, 2010).
  • Alert: Recent Legislative Developments Impacting Executive Compensation and Corporate Governance
    This Client Alert provides an overview of the executive compensation and corporate governance provisions of two recent pieces of legislation that are the most relevant and possibly have the greatest chance of gaining traction, H.R. 4173, the Wall Street Reform and Corporate Protection Act of 2009, and Senator Dodd's Bill, the Restoring American Financial Stability Act of 2010. A table providing a detailed summary of the executive compensation and corporate governance provisions of these bills follows this Client Alert (Table 1). The Client Alert also discusses issues companies should consider if two provisions, say on pay and election of directors by majority vote, become law.
  • Quick-Take Study: Long-Term Incentive Trends: 2010 vs. 2009 CEO Long-Term Incentive Opportunity
    After a general industry decline in long-term incentive (LTI) opportunity from 2008 to 2009, Exequity analyzed insider filings (Form 4) for the CEOs from Fortune 500 companies to gauge the percent change in LTI opportunity from 2009 to 2010. Overall, our study found that median LTI opportunity increased 8% relative to a 36% stock price increase over the prior year. This Study presents the key findings from the analysis, including percent change in LTI opportunity relative to three stock price categories (greater than 60% increase, less than 60% increase and greater than 20% increase, and less than 20% increase), percent change in LTI opportunity by industry, and an in-the-money option analysis for 2009 stock option awards.
  • Alert: SEC Issues Guidance on New Proxy Disclosure Rules
    This Client Alert looks at the three sets of updates to the Compliance and Disclosure Interpretations (C&DIs) that the SEC released on January 20, 2010, February 16, 2010 and March 1, 2010, which concern the new proxy disclosure rules and transitions to these rules.
  • Webcast: Top Tips for Securing Shareholder Approval of Share Requests
    Ed Hauder, Reid Pearson of The Altman Group, and Bonnie Kelly of Capital One Financial Corporation conducted a Conference Board webcast on Top Tips for Securing Shareholder Approval of Share Requests (March 9, 2010).
  • Alert: IRS Guidance Impacts Timing of Deduction Related to Annual Bonus Payments
    The IRS recently released a Chief Counsel Memorandum that addresses the proper year in which a tax deduction can be taken related to an annual bonus. This Alert summarizes the guidance and lists some practical considerations for companies as they review how this guidance might impact them.
  • Alert: SEC Adopts Modifications to the Proxy Disclosure Rules for 2010 Proxy Season
    This Alert provides a summary of the final modifications to the Proxy Disclosure Rules adopted by the SEC on December 16, 2009. The new rules are effective February 28, 2010 and will impact proxy and information statements, Form 10-Ks, and Form 8-Ks filed on or after that date.
  • Alert: RiskMetrics' 2010 Policy Updates
    This Alert provides a summary of RiskMetrics 2010 Policy Updates. Among other changes, RiskMetrics is changing its methodology for determining stock price and volatility and has changed its burn rate table. RiskMetrics also provides some additional guidance in its Compensation FAQs and added additional requirments for companies that want to utilize the stock option carve-out exception.
  • Speech: Preparation of Annual Disclosure Documents
    Ed Hauder participated in panel discussions concerning executive compensation and institutional shareholder developments and policies at the Practising Law Institute's 14th Annual Preparation of Annual Disclosure Documents seminar in Chicago, IL (December 14, 2009).
  • Speech: Tips, Tricks and RiskMetrics' Policy Updates
    Ed Hauder presented Tips, Tricks and RiskMetrics' Policy Updates relevant to equity compensation plan proposals to the Chicago chapter of the National Association of Stock Plan Professionals (NASPP)(December 8, 2009).
  • Speech: Top Tips to Ensure Shareholder Approval of Your Stock Plans
    Ed Hauder with Susan Daley of Perkins Coie, Allison McBride of International Paper, and Reid Pearson of The Altman Group, presented Top Tips to Ensure Shareholder Approval of Your Stock Plans at the National Association of Stock Plan Professionals' 2009 Annual Conference in San Francisco, CA (November 10, 2009).
  • Speech: Securities Law Update
    Ed Hauder participated in a panel discussion at the ABA Tax Section Fall 2009 Meeting in Chicago, IL with Susan Daley of Perkins Coie, Pat McGurn of RiskMetrics Group, and Gail Stewart of Baker Botts of current executive compensation issues under federal securities laws and related developments (September 26, 2009).
  • Webcast: Bankruptcy 101 for Compensation Professionals
    Ed Hauder co-presented the National Association of Stock Plan Professionals' webcast, Bankruptcy 101 for Compensation Professionals, along with Siri Pannell, former Manager of Stock Plan Operations for Washington Mutual, Inc. and David Zazove of Perkins Coie (June 23, 2009).
  • Speech: Market Instability: More Than Just Underwater Stock Options
    Ed Hauder participated in the panel discussion, Market Instability: More Than Just Underwater Stock Options, at the National Association of Stock Plan Professionals' Silicon Valley chapter's conference (June 18, 2009).
  • Quick-Take Survey: 2009 Long-Term Incentive Grant Practices
    This Quick-Take Survey on 2009 Long-Term Incentive Grant Practices summarizes the responses Exequity received during a one week period, from January 27, 2009 through February 3, 2009. The Survey finds that 2009 LTI grant values are likely to decline more than 10% overall, with companies that actually change their grant values doing so by decreasing their grant values by more than 20% at median. That being said, a number of companies had not yet secured Compensation Committee/Board approval for their 2009 equity grants, and those companies were anticipating a decrease of more than 30% at median. So the continuing trend is likely to be downward.
  • Speeches: PLI's Preparation of Annual Disclosure Documents 2009 (Chicago)
    Ed Hauder spoke at PLI's Preparation of Annual Disclosure Documents 2009 seminar held in Chicago January 12 and 13, 2009 on the topics of Executive Compensation and Shareholder Proposal and Corporate Governance, including information about the changes to RiskMetrics Group's policies for 2009.
  • Here's One Way to Get a Grip on CEO Pay
    Julie Connelly, Corporate Board Member, January/February 2009. Jeff Hyman is quoted in this article on CEO pay regarding how a company's pay system can be used to communicate to executives that they are valued.
  • Want to Make Top Dollar?
    Adam Piore, Conde Nast Portfolio.com, May 16, 2007. Jeffrey Hyman is interviewed about his decision to leave Hewitt Associates and join Exequity, LLP, an independent compensation advisor.
  • The Money Men
    Adam Piore, Conde Nast Portfolio.com, May 16, 2007. Jeffrey Hyman is intereviewed concerning the focus placed on executive compensation consultants by Congressman Waxman's (Democrat - California, chairman of the House Committee on Oversight and Government Reform) letter to several compensation consulting firms requesting details of their engagements.
  • Speech: The Seven Deadly Sins of Proxy Disclosure and How to Avoid Them
    (May 9, 2007)
    Total Rewards 2007, WorldatWork Conference & Exhibition, Walt Disney World Swan & Dolphin, Orlando, FL, May 6-9, 2007
    In this session, Edward Hauder and Lynn Joy looked at the seven deadly sins companies commit when it comes to their proxy disclosure of compensation information. They looked at why companies commit these mistakes and what they can do to avoid committing proxy sins, including how following the golden rule of proxy disclosure-- when in doubt, shout it out (disclose it)--can keep companies out of the penalty box with institutional shareholders. Participants learn some of the do's and don'ts in proxy disclosure including playing "Go Fish" with shareholders and ignoring the elephant in the room.
  • Unstacking the Executive Compensation Deck
    Ross Zimmerman, Directorship Magazine, April/May 2007.
  • A peek at the perks of the corner office
    Greg Farrell and Barbara Hansen, USA Today, April 16, 2007. Ross Zimmerman is quoted regarding the amount and type of information disclosed under the new proxy disclosure rules.
  • Stock lucrative for $1-a-year CEOs
    Greg Farrell, USA Today, April 10, 2007. Ross Zimmerman is quoted regarding the practice of CEOs being paid only $1 a year as salary, generally with a larger, long-term equity incentive opportunity.
  • PULSE Study: Readability of CD&As Filed Under the New Proxy Disclosure Rules (April 9, 2007)
    This PULSE Study looks at the readability of Compensation Discussion and Analysis sections (CD&As) filed under the new proxy disclosure rules for selected large, mid and small cap companies. This PULSE Study also includes readability scores for documents for comparison purposes, including Warren Buffet's 2007 Letter to Shareholders, The Declaration of Independence, the U.S. Constitution and Dr. Seuss's Green Eggs and Ham. Overall, none of the CD&As analyzed met the readability targets discussed by SEC Chairman Christopher Cox in his March 23, 2007 speech (but then, neither did the proxy rules as our analysis shows).
  • Pressing for Independent Advice From Consultants
    Julie Creswell, The New York Times, April 8, 2007. Jeffrey Hyman is quoted regarding the issue of independent consulting to boards and how this impacted his business relationships while he was at Hewitt Associates, which led him to join Exequity. The article also discusses independence issues at large consulting firms.
  • Preparing The New Compensation Discussion And Analysis
    Edward Hauder and Mike Sorensen, The Corporate Board, March/April 2007, pp. 10-15.
  • Executive Compensation: Getting Ready for the CD&A
    Joan Warner, Directorship Magazine, February/March 2007. Ross Zimmerman is quoted regarding the challenges associated with CD&A disclosures in the upcoming proxy disclosure season.
  • Comment Letter on the SEC's December 2006 Amendments to the Proxy Disclosure Rules (February 2, 2007)
    This letter sets out our comments and suggestions regarding the SEC's interim final proxy disclosure rules released December 22, 2006 that amended the final proxy disclosure rules released in August 2006. Additionally, we provide comments on: reporting of changes in the aggregate pension value in the Summary Compensation Table; reporting of equity awards in the Nonqualified Deferred Compensation Table; and, the proposed rule to require the disclosure of the position and total compensation of up to three additional non-executive employees who have significant policy making authority.
  • Early Disclosure
    Eric Krell, HR Magazine, Vol. 52, No. 2, February 2007. Edward Hauder is quoted regarding lessons learned from companies that have tackled the new Securities and Exchange Commission's executive compensation disclosure rules.
  • Article: The New Proxy Disclosure Tables: What Goes Where? -- Updated
    This updated article was published in The Bureau of National Affairs' Benefits Practice Center, Executive Compensation Library, Journal Reports: Law and Policy (February 2007) and is reproduced here with permission. The article looks at the tables required under the new proxy disclosure rules and provides a chart to assist in determining where elements of compensation should be reported, and is updated to reflect the December 2006 Amendments to the new compensation disclosure rules for public companies.
  • Speech: How to Navigate with the Compass: ISS' 2007 U.S. Voting Policy Updates (January 17, 2007)
    Edward Hauder delivered this presentation at the January 17, 2007 meeting of the Chicago Chapter of the National Association of Stock Plan Professionals (NASPP). The presentation looked at Institutional Shareholder Services' (ISS) 2007 Proxy Voting Policy Updates that involved compensation. Includes links to ISS' policies and corporate governance ratings information, as well as charts detailing trends in average Shareholder Value Transfer (SVT) by Industry, Trends in SVT Cost of Firms in S&P 500 Index, and 2007 Burn Rates by Industry.
  • Speech: New SEC Proxy Guidance Regarding Presentation of FAS 123R Equity Expense in Proxy Tables (January 17, 2007)
    Edward Hauder delivered this presentation at the January 17, 2007 meeting of the Chicago Chapter of the National Association of Stock Plan Professionals (NASPP). The presentation looked at the December 22, 2006 amendments issued by the SEC and their implications for proxy disclosures. Includes a sample revised Grants of Plan-Based Awards Table.
  • More $200 Million Parachutes? Don't Be Shocked
    Gretchen Morgenson, The New York Times, January 7, 2007. Mike Sorensen is quoted regarding the size of parachutes that could be seen during the 2006 proxy season, the first under the Securities and Exchange Commission's new executive compensation disclosure rules.
  • Briefing: ISS' 2007 U.S. Voting Policy Updates Impacting Compensation (December 2006; Revised 1/5/2007)
    Institutional Shareholder Services (ISS) recently released its U.S. Corporate Governance Policy Updates for 2007. This Client Briefing looks at the new ISS policies that impact compensation and things companies should watch for when they put an equity compensation plan proposal to shareholders for approval in light of the new policies. This Client Briefing also includes tables that look at trends in average shareholder value transfer (SVT) by industry, trends in SVT cost of firms in the S&P 500 Index, and detail ISS' 2007 industry burn rates for Russell 3000 companies and non-Russell 3000 companies.
  • Alert: SEC Amends Proxy Disclosure Rules to Align Better With FAS 123R
    This Client Alert looks at the U.S. Securities and Exchange Commission's recently issued amendments to the proxy disclosure rules that were finalized in July 2006. The amendments generally align the proxy disclosure of values associated with awards covered by FAS 123R with the expense recognition specified by FAS 123R. These amendments take the form of interim final rules that will be effective upon publication in the Federal Register and will have the same effective date as the recently finalized proxy disclosure rules. The SEC has provided a 30 day comment period.
  • Paying for Performance
    Anna Snider, Crafting a Corporate Board, annual publication from publishers of Corporate Secretary and IR Magazines, 2007 issue, page 20. Lynn Joy is quoted throughout regarding how to best align CEO pay with performance.
  • Article: The New Proxy Disclosure Tables: What Goes Where?
    This article was published in The Bureau of National Affairs' Benefits Practice Center, Executive Compensation Library, Journal Reports: Law and Policy (November 2006) and is reproduced here with permission. The article looks at the tables required under the new proxy disclosure rules and provides a chart to assist in determining where elements of compensation should be reported.
  • The Final Proxy Disclosure Rules: Implications and Issues
    Edward A. Hauder, BNA's Tax Management Compensation Planning Journal, Vo. 34, No. 11, November 3, 2006, pp. 275-299.
  • Executive Compensation Disclosure Rules: Son of Sarbanes?
    Eric Krell, Business Finance, July 2006, p. 22. Edward Hauder is quoted regarding the Securities and Exchange Commission's new executive compensation disclosure rules.
  • A Roadmap to Successful Executive Compensation Programs
    Edward Hauder, Compliance Week, June 6, 2006, pp. 36-37.
  • Merge Right. Numbers Don't Drive Deals. People Do
    Rob Garver, CFO Magazine, February 16, 2006. Ross Zimmerman is quoted on how companies can merge and avoid common mistakes.
  • The Problem of Compensation
    Richard Carpenter, Crafting a Corporate Board, annual publication from publishers of Corporate Secretary and IR Magazines, 2006 issue, pages 24-25. Lynn Joy is quoted throughout regarding increasing director pay as a result of increasing director liability and minimizing the risk for compensation committees through the use of solid processes and evaluation systems.
  • Retaining Executives through Restructuring Events
    Ross Zimmerman, Journal of Compensation and Benefits, March/April 2005, pp. 12-17.