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accounting & audit board administration calpers ceo ceo succession compensation corporate governance director news director recruiting fred buenrostro korean investment corp. kuwait investment authority merrill lynch mizuho corporate bank of japan proxy rob feckner sec shareholders strategy & leadership CompensationThe 'New' Top Ten Issues in Executive CompJune 16,2008A report from Pearl Meyer & Partners provides insights into the top ten concerns of compensation committees and executive compensation trends, based on the changing economy and expanded disclosure. Full Story  The Faces of Boardrooms are ChangingJune 16,2008A report by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners takes a look at the gradual evolution in the structure and composition of corporate boards. Compensation programs and recruiting strategies are changing as board members are likely to become older, longer-serving and more diverse. Full Story Compensation Committee: Fear of the UnknownJune 5,2008 by Theo SharpAs with many aspects of board service, the biggest personal and financial risks facing compensation committees are often the unknowns: embarrassing revelations that blindside directors and undermine shareholder confidence. Mitigating those risks calls for processes to recognize, track, and ultimately minimize uncertainty, while preparing for the range of possible outcomes. Compensation committees can start by addressing the following fundamental questions. Full Story  CD&A: The Second Time AroundJune 1,2008 by Joseph McCaffertyIncreasingly detailed executive pay disclosures haven’t led to across-the-board cuts in CEO pay. Instead, boards are using new disclosure rules to demonstrate how executive compensation plans are tied to shareholder value. Full Story Peer Exchange: Has the Pendulum Swung Too Far?June 1,2008While some of the backlash against executive compensation is beginning to abate, presidential politics, Congressional hearings, and institutional investors continue to point the spotlight on what has become a populist issue. A recent Directorship Roundtable on executive compensation explored such trouble spots as pay for performance, the proper metrics to use when setting targets, the decision to disclose targets, and the effect of private equity on executive recruitment and retention. Full Story Proxies that Make the GradeApril 30,2008A report, from Pearl Meyer & Partners, that provides findings from a survey of 124 mostly mid-to-large cap U.S. companies about their experiences and views of the executive compensation disclosure process in 2008. Full Story Executive Pay: What Really Makes SenseApril 1,2008 by Pearl MeyerThe drive by regulators, institutional shareholders, activists, and the media to reduce perceived executive-pay abuse is following a path that could have serious unintended consequences, limiting the exercise of business judgment by directors in their determinations. Full Story Revving Up Performance PayApril 1,2008 by Yale D. TauberLarge institutional investors are pushing public companies to take a page from the private-equity playbook. Full Story Pay Advisers Under FireFebruary 1,2008 by Aaron BernsteinThe building backlash against high executive compensation is honing in on a new target: The national consulting firms that many large corporations use to construct CEO pay packages. Full Story  The 'Say-on-Pay' Debate Heats UpFebruary 1,2008Following the lead of Aflac and Verizon, more pay proposals are expected to pass this proxy season. As Congress debates whether or not the rule should be implemented for all companies, the controversy over say on pay isn't likely to die down anytime soon. Full Story O'Neal's Exit Package Stirs Reaction: Senate May Revisit Say on PayDecember 1,2007The retirement of former Merrill Lynch Chairman and CEO Stanley O’Neal added some fuel to the fiery debate over CEO compensation, and the public’s perception of the disconnection between pay and performance. Full Story Peer Exchange: Compensation StrategiesDecember 1,2007No board-related topic generates as much lively debate these days as executive pay, and it’s likely the discussion will intensify over the coming year. This isn’t surprising, given the national business media’s tabloid-like fascination with CEO pay. An additional factor will be the unknown and perhaps unintended consequences of Compensation Discussion and Analysis (CD&A), giving boards reason to believe the compensation controversy will continue to draw attention. Full Story New Studies on Executive 10b5-1 Trading Plans and Clawback PoliciesOctober 2,2007From 2005 to 2006, the prevalence of Fortune 500 companies disclosing active 10b5-1 stock trading plans for executive officers increased from 25.6 percent to 28.7 percent. More strikingly, the number of executives completing transactions pursuant to a 10b5-1 plan increased by 31.2 percent over the same period. Full Story Compensation: The Right StuffOctober 1,2007 by Matt StinnerThe new boardroom frontier requires developing defensible and logical structures for information gathering, decision making, communication, and ongoing oversight. The process must consider not just board and compensation committee members, but senior management; outside advisers such as accountants, lawyers, and consultants; and the views of external influencers such as institutional shareholders, proxy rating services, and regulators. Full Story SEC on Pay Disclosure: 'Try Again'October 1,2007In late August, the Securities and Exchange Commission sent comment letters to more than 300 companies offering an opinion on how they complied with the new compensation discussion and analysis (CD&A) rules that went into effect earlier in the year. The gist of the SEC’s comments? “We’re not happy.” Full Story Shareholder Communications: Why 'Short Termism' May Be Short LivedOctober 1,2007 by Louis M. Thompson, Jr.Imagine for a moment turning on CNBC and watching Maria Bartiromo explain that while Company X has just announced it missed the “consensus earnings estimate” by a penny, resulting in a 10 percent drop in share price, she gleefully reports what the company is doing to create long-term value. Full Story The 2008 Proxy SeasonOctober 1,2007 by Patrick McGurnIt is not easy to prognosticate on the 2008 Proxy Season and the future direction of corporate governance. For a little help, I recently turned to a renowned, 60-something-year-old pundit—the Magic 8 Ball. Full Story The CEO's AgentOctober 1,2007 by Judy WarnerMichael Sirkin counsels his top CEO clients to think of their employment contracts as prenuptial agreements. A divorce is always a possibility, Sirkin reasons, so it’s best to spell out the terms while you are still in love. Full Story Directors Face Compensation RealitySeptember 28,2007 by Judy WarnerBoards are still adjusting to new compensation requirements and proposals, but as The Directorship Annual Survey of Compensation shows, many now favor them. Full Story Pay It StraightSeptember 1,2007 by Judy WarnerBoards are still adjusting to new compensation requirements and proposals, but our survey shows, surprisingly, that many favor them. Full Story Pfizer to Shareholders: 'We're Listening'September 1,2007 by Joseph McCaffertyIn the wake of new rules for executive compensation and other corporate governance practices, drug giant Pfizer says it wants to do more than provide additional disclosures Full Story SEC Proxy Review: What's Next for CD&AAugust 24,2007As part of its first phase of review of executive and director compensation disclosure in 2007 proxies, the SEC Corporate Finance Staff began sending its first wave of comment letters to certain targeted companies earlier this week. Here is what the SEC is reviewing: Full Story Study Finds S&P500 CEO Pay Up 6.0 Percent to $8.51 MillionApril 12,2007In 2006, S&P 500 chief executives in place for at least two years received a median total pay package of $8,512,509. Total compensation is calculated as the sum of base salary, discretionary bonuses, non-equity incentive plan payouts, stock awards, option awards and other compensation. Stock awards include long-term performance shares and units. Option awards include stock appreciation rights (SARs). Full Story Unstacking the Executive Compensation DeckApril 1,2007 by Ross ZimmermanOne dramatic consequence of the recent scandals over executive compensation is the emerging shift in control over the executive pay agenda from management to the board’s compensation committee. These scandals can almost invariably be traced to a fundamental mystery in the executive compensation realm— the fact that management has traditionally controlled virtually all aspects of the process by which its own pay is determined. Full Story Executive Compensation: Getting Ready for the CD&AFebruary 1,2007 by Directorship EditorsThe new form gives activists more ammunition. A Directorship discussion yielded thoughts on self-defense. Full Story Getting Pay RightDecember 1,2006 by Directorship EditorsThere are right ways, and wrong ways, to respond to intensified scrutiny of executive compensation. Full Story Shifting Winds In DelawareDecember 1,2006 by Directorship EditorsSignals that the key jurisdiction for U.S. companies may be leaning more in shareholders' favor—and less in directors'. Full Story But Their Own Pay Is SoaringNovember 1,2006 by Directorship EditorsMedian annual compensation for directors of major U.S. companies surged 12 percent from 2005 to 2006, to $204,000, marking the third year of double-digit growth Full Story Directors Criticize CEO Comp...November 1,2006 by Directorship EditorsAn increasing number of directors indicate that CEO pay is "too high in most cases" Full Story |
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