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REFERENCE MATERIALS

All References

  • 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.