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Executive Compensation, Trends, Executive Compensation Survey, Plans
Executive Compensation Introduction
Updated January 2011
The issues surrounding executive compensation – and especially CEO pay -- have been the topics of much discussion in Board Rooms, at Annual Shareholder Meetings and in the media, After a decade of intense debate, efforts to control executive compensation ((under Federal Law) took center stage when the U.S. Department of the Treasury issued interim final rules for reporting and recordkeeping requirements under the executive compensation standards of the Troubled Asset Relief Program (TARP) in January 2009. For the first time, the Federal government was taking a role in setting the compensation at private corporations. The actions resulted in an appointment of an Executive Compensation Czar within the Treasury Department to review compensation packages for companies receiving Federal assistance.
The effort did not stop here; further regulations are to follow with the enactment of the Dodd -Frank Financial Reform Legislation adopted in the Spring of 2010. This comprehensive package of “reforms” is now the focus of new regulations (that have to be developed implementing rules of the road). Unless the 112th Congress repeals parts of the law dealing with exec comp, the Federal government will have some kind of role in the issue. This has been welcomed by activist investors concerned about executive compensation policies and practices, especially at under-performing companies with outsized exec compensation.
In the worst cases, the focus of executive compensation packages has been upon corporate boards that are accused of being unrealistic, indifferent and in collusion with CEOs. What became the worst criticism was the revelation that too many agreements did not tie compensation with company performance.
“Say-on-Pay” became the rallying cry of shareholder groups and social and proxy activists as the hammer and anvil were hot and ready for hammering out reform. The Securities and Exchange Commission enacted rules for publicly-held companies to finally give a voice to shareholders through the proxy process on executive compensation. While the votes are not binding, they do serve to create an atmosphere of greater transparency and accountability of corporate boards to their shareholders.
Still the debate over the rules goes on; matters related to CEO compensation will continue to be the focus of this section. Whether you are located in the “C” suite or are a Corporate Secretary, Board Member, Investor Relations professional, shareholder or activist, Hot Topics Executive Compensation should be a daily stop for news, commentary and research.
Note: The Editors form no judgment about the level of pay and specific compensation of Chief Executive Officers and others in the “C” Suite. The purpose of this section is to fully air the issues surrounding exec compensation issues at shareholder-owned companies.
How much should a CEO or the top executive officers of a publicly-owned corporation be paid? What is a “fair” compensation? Especially when corporations are laying off thousands of workers and outsourcing work to distant lands? When the middle class is under attack – see CNN Lou Dobbs’ commentary on this? The issue of exec comp has become a burning question with an array of forces on all sides of the issue. When the stock market is doing well and “all boats are rising,” the issue is not as much in focus as when companies (or a single firm) is underperforming and the executive compensation is seemingly out of whack. Out of control. Disproportionate to performance. Unrelated to reality. And other battle cries by investor activists, public officials, journalists, advocate organizations, etc.
Consider the case of Home Depot, where the share price fell as the CEO’s pay package rose. Saying goodbye to the CEO, Mr. Nardelli, cost HD more than $200 million. Consider the exiting of the Wonderful Wizards of Wall Street, and their departure comp packages – totaling in the hundreds of millions’ of dollars – as the wreckage they’ve left behind (in the form of sub prime disaster loan portfolios) causes real pain on Wall Street, and on Main Street. We still don’t know the damage they caused with their financial wizardry – but the carnage is felt when home foreclosure rates increase dramatically, as they have over the past year.
So – what is a fair price for the Top Man (and a tiny handful of Top Women)? You’ll find news, commentary, research and other useful content here in this Hot Topic subsection of Accountability Central, as well as in various content sections and subsections. (See Corporate Governance, Shareowner Activism, Socially Responsible Investment, and other silos.)
Consider this as you formulate your own positions on the pay issues:
Enough highlights and commentary – we invite you to follow the often-heated discussions and public debate on executive compensation here in the pages of Accountability Central.
“…People will be accountable and responsible…”
President Barack Obama – on CEO Comp – February 4, 2009
Latest on Executive Compensation
Source: Washington Post
Earlier this month, the Securities and Exchange Commission approved a rule that will require companies, starting in 2017, to disclose a simple calculation: At what multiple is the chief executives' compensation vs. the...
August 21, 2015 You can’t pay a good person too muchSource: Banking Exchange
I used to work for a bank president who said, “You can’t pay a good person too much.” That’s not a statement meant to be taken literally. But it’s an excellent guiding principle for executive compensation, especially today in...
August 18, 2015 Chief executives earn '183 times more than workers' (UK)Source: BBC News
A report by the High Pay Centre, a think tank which monitors income distribution, shows that top bosses earned on average £4.964m in 2014. That compares to £27,195 median pay for a full-time employee in 2014, according to...
August 13, 2015 Here's What the New CEO Pay Gap Rule Means for YouSource: Forbes
A new rule from the Securities and Exchange Commission will require thousands of public companies to publicly disclose the ratio between the compensation of a CEO to that of a “median” employee.
August 7, 2015 The big flaw in the SEC’s CEO pay-ratio ruleSource: Fortune
The U.S. government's new rule is a good idea, but the formula is flawed. Five years after it became law, the Securities and Exchange Commission has finally adopted a rule requiring public companies to disclose their CEO's pay as...
August 6, 2015 Companies Must Disclose Pay Gap Between CEOs and WorkersSource: Time
Companies will have to provide investors with a ratio showing how the median pay of their workforce squares with their chief executive officers’ compensation, according to new rules adopted by U.S. securities regulators on...
August 4, 2015 Executive pay is a touchy but misunderstood subjectSource: ft.com
Executive compensation is closely scrutinised by politicians and public investors. Oracle, the software company, was criticised last year for paying its three top executives more than $35m each.
Chalk up another winning quarter for Twitter, which continues to “innovate” by diluting shareholders’ stakes — that is, all shareholders other than the executives who run the company.
July 24, 2015 Putting More Pay at RiskSource: Human Resources Executive
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July 20, 2015 Follow the Money: A new wave in executive compensationSource: Metro Corporate Counsel
The National Association of Corporate Directors (NACD) Blue Ribbon Commission on the Compensation Committee recently released its third report on executive compensation. Below is an interview with the leader of that effort,...
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