Practice Pointers
Below is a comprehensive list of the practice pointers on our site (the most recent ones posted are on the top—check daily to see if new pointers are posted):
- Tenure and CEO Pay
—Profs. Cremers and Palia (6/18/10) - A 2010 Pay for Performance Study
—Pay Governance (8/10) - Making Sense Out of "Clawbacks"
—Ben Heineman (8/10) - Disclosure Survey: Director and Executive Compensation of the 100 Largest US Public Companies
—Shearman & Sterling (8/10) - Answers to Common Questions About How Dodd-Frank Levels the Playing Field for Consultant Independence
—Towers Watson (7/15/10) - When Executives Rake in Millions: Meanness in Organizations
—Profs. Desai, Brief & George (5/10) - Top Management Pay and Investor Returns
—Stephen F. O'Byrne, Shareholder Value Advisors (6/28/10) -
Implicit Compensation
—Prof. Henderson (5/10) - New SEC Interpretation Raises Accounting and Disclosure Issues for Performance Share Awards Subject to Discretion
—Towers Watson (6/10) - Executive Compensation in the Courts: Board Capture, Optimal Contracting and Officer Fiduciary Duties
—Profs. Thomas and Wells (3/15/10) - Towards a New Paradigm for Executive Compensation
—Jay Lorsch, Harvard Business School -
It's Time to Deep-Six SERPS
—Bud Crystal (5/10) - Simple Strategies for Minimizing Taxes When Rates Are Rising
—Wachtell Lipton Rosen & Katz (3/3/10) -
Is Pay Too High and Are Incentives Too Low? A Wealth-Based Contracting Framework
—Profs. Core and Guay (1/28/10) -
Are Incentive Contracts Rigged By Powerful CEOs?
—Profs. Morse, Nanda and Seru (8/09) - The CEO Pay Slice
—Profs. Bebchuk, Cremers and Peyer (10/09) - Technical Guidance on Compliance with Tabular Requirements
—Alan Kailer (1/10) - Executive Compensation and the Maturity Structure of Corporate Debt
—Prof. Brockman, et. al (9/09) - Executive Compensation Update: Code Sections 409A and 162(m)
—Fried Frank Harris Shriver & Jacobson (12/1/09) - Executive Compensation Tax Rules May Require Year-End Planning
—Jones Day (10/09) - Best Practices for Option Grants by Venture-Backed Companies
—Wilmer Hale (10/7/09) - Changes in Change-in-Control Practices
—Frederic W. Cook & Co., Inc. (9/30/09) - The Compensation Committee's Self-Evaluation: Meeting the Requirement While Making the Most of the Opportunity
—Towers Perrin - Negative Hedging: Performance Sensitive Debt and CEOs' Equity Incentives
—Profs. Tchistyi, Yermack and Yun (9/18/09) - Task Force on Executive Compensation
—The Conference Board (9/09) - CFO Fiduciary Responsibilities and Incentive Compensation
—Profs. Indjejikian and Matejka (5/09) - Stock Options Are Not Intrinsically Evil
—Bud Crystal (3/09) - Summary of Change-in-Control Survey
—Hewitt (3/09) - Superstar CEOs
—Profs. Malmendier and Tate (1/09) - PerkWatch Blog
—NY Times' DealBook -
Section 162(m): Actions that Should be Taken Early this Year to Avoid the $1,000,000 Deduction Limitation
—Greenberg Traurig (3/09) - Slow Down the CEO Gravy Train
—Directors & Boards (2/09; reprint of Chevron Chair George Keller's '94 remarks) - Changing the Rules to Preserve Your Bonus
—Bud Crystal (2/09) - IRS Issues Guidance Regarding the Limitations of the Emergency Economic Stabilization Act of 2008 on Offshore Deferrals
—Morgan Lewis & Bockius - Has Moral Hazard Become a More Important Factor in Managerial Compensation?
—Profs. George-Levi Gayle and Robert A. Miller (8/08) - Board Committees, CEO Compensation, and Earnings Management
—Profs. Laux and Laux (2/08) - Rethinking Pay-For-Performance
—Fred Cook, Frederic W. Cook & Co. (1/27/09) - Capital Efficiency Measures: Why They're Under-utilized in Incentive Plans and How They Can Be Improved
—Shareholder Value Advisors (1/09) - What Investors Need to Know about Executive Pay
—Shareholder Value Advisors (1/09) - Advancement Rights of Former Directors and Officers
—Hunton & Williams (1/09) - CEO Pay and the Lake Wobegon Effect
—Profs. Schaefer and Hayes (12/11/08) - Year-End Reporting Requirements for Employee Stock Plans: France, Italy, Malaysia, Thailand and Vietnam
—Baker & McKenzie (12/08) -
Limit on Rabbi Trust Contributions Resulting from Asset Depreciation in Single-Employer Defined Benefit Plans
—Mayer Brown -
IRS Issues New Expanded Relief for Section 409A Operational Violations and Proposed Regulations Regarding Taxation Under Section 409A
—Wachtell Lipton Rosen & Katz -
Section 409A Quick Reference Guide
—Troutman Sanders - Performance Pay and Wage Inequality
—Profs. Lemieux, MacLeod and Parent (11/08) - Volatility Up; Stock Option Use Down?
—Ed Hauder, Senior Attorney and Consultant, Exequity (10/08) -
Moral Hazard and Executive Compensation
—Fred Cook, Frederic W. Cook & Co. (10/08) - Executive Insecurity: No Better Time for Employer Attention
—Mark Poerio, Paul Hastings (10/08) - Wealth Accumulation/Full Walk Away Amounts Chart
—Watson Wyatt and Deloitte Consulting (10/08) - Is Pay for Performance Detrimental to Innovation
—Profs. Manso and Ederer (8/08) - Economic Characteristics, Corporate Governance, and the Influence of Compensation Consultants on Executive Pay Levels
—Profs. Armstrong, Ittner and Larcker (6/08) - CEO and CFO Career Consequences to Missing Quarterly Earnings Benchmarks
—Profs. Srinivasan, Mergenthaler and Rajgopal (6/08) - Earnings Restatements, Changes in CEO Compensation, and Firm Performance
—Profs. Cheng and Farber (1/08) - Steps to Implementing Performance Metrics in LTI Plans
—Pearl Meyer & Partners (5/08) - CEO Pay Centrality
—Profs. Bebchuk and Peyer (5/08) - Press Release: Letter to SEC on Proxy Disclosures and Consultant Independence
- Press Release: Connecticut State Treasurer Denise Nappier (on behalf of global coalition of institutional investors) (5/08)
-
Long-Term Compensation Planning for High-Potential Employees
—Eric Marquardt -
Director Compensation in Turbulent Times
—Gibson Dunn & Crutcher (5/1/08) - Letter to Senators Clinton, Obama and McCain
—CII (4/21/08) - The Role and Effect of Compensation Consultants on CEO Pay
—Profs. Cadman, Carter and Hillegeist (3/08) -
"Who Killed Katie Couric? And Other Tales from the World of Executive Compensation Reform
—Prof. Rosen (4/08) - What Every Compensation Committee Should Ask Its Consultant
—David Swinford, Pearl Meyer & Partners - Can Your Long-Term Incentive Plan Become More Performance Based Again?
—Buck Consulting (4/08) - Survey: Directors, Institutional Shareholders At Odds Over Whether Executive Pay Model Is Improving
—Watson Wyatt (2/08) - Study: CEOs Gifting Stock to Charity
—Prof. David Yermack (2/08) - Hands-Off Options
—Prof. Jesse Fried (2/08) -
Recent IRS Ruling May Impact Employer's Deductions under Code Section 162(m)
—Womble Carlyle Sandrich & Rice (2/08) -
Incentive Awards Payable on Certain Terminations of Employment Prior to Attaining the Performance Goal Cannot Qualify as "Performance-Based Compensation" Under 162(m)
—Proskauer Rose (2/08) -
A Need to Revisit Termination Provisions ― New IRS Section 162(M) Ruling
—Frederic W. Cook & Co. (2/1/08) -
IRS Reverses Position on Performance-Based Exemption to 162(m): Employer Deductions in Doubt
—McGuireWoods (2/1/08) -
IRS Changes Position on Performance-Based Pay
—Covington & Burling (1/08) ers/Docs/211-Kailer.pdf">Technical Guidance on Compliance with Tabular Requirements
—Alan Kailer (1/08) - Podcast: Alexandra Higgins on Impact of Consultant Use on Pay (12/5/07)
- Report for Rep. Waxman: Conflicts of Interest Among Consultants (12/5/07)
- Analyzing Unexpected CEO Departures and Severance Payouts for Signs of Weak Governance
—Moody's (12/07) - Misvaluation, CEO Equity-Based Compensation, and Corporate Governance
—Profs. Forsyth, Teoh and Zhang (10/07) - A Reasonable Approach to Severance and Change-in-Control Payments
—Ira Kay, Watson Wyatt Worldwide (10/07) - Full "Walk-Away" Values at Termination and Change in Control
—Ira Kay, Watson Wyatt Worldwide (10/07) - Talking Points: "Full Walk Away Value"
—Mike Kesner, Deloitte Consulting (10/07) - Five Recommendations for 2007
—Ira Kay, Watson Wyatt Worldwide (10/07) - Talking Points from 4th Annual Conf.: Tally Sheets
—Mike Kesner, Deloitte Consulting & Blair Jones, Semler Brossy - How to Devise and Utilize the Appropriate Tally Sheets
—Mike Kesner, Deloitte Consulting - Talking Points from 3rd Annual Conf. - Tally Sheets; Sample Termination Scenario Tally Sheet (Excel file)
—Mike Kesner, Deloitte Consulting - Talking Points from 2nd Annual Conf. - Tally Sheets
- The Art & Science of Perquisites
—Brink Dickerson, Troutman Sanders (10/07) - Incremental Cost of Airplane Usage
—Brink Dickerson, Troutman Sanders (10/07) - Personal Use of the Corporate Jet
—Paul Hodgson, The Corporate Library (9/07) - 2007 Director Compensation: NASDAQ 100 vs. NYSE 100
—Frederic W. Cook & Co. (10/07) - Stock Options to Service Providers
—Mike Melbinger, Winston & Strawn - Taking Back What’s Theirs — Companies Adopt Policies to Recoup Previously Awarded Compensation
—Towers Perrin - Letter re: Disclosure re: Lost Tax Deductions
—Gold Jets (5/07) - "Because I’m the Boss: CEO Compensation Still Egregious,"
—Center for American Progress (4/07) - AFL-CIO's Letter to SEC re: Verizon (4/19/07)
- Verizon's E-mail to Employees re: AFL-CIO Campaign (4/12/07)
- Disappearing Perquisites
—Equilar - AFL-CIO's 2007 "Paywatch" Website
- Where Are The Shareholders’ Mansions? CEOs’ Home Purchases, Stock Sales, and Company Performance
—Profs. Liu and Yermack - Storming the Ramparts: The Ongoing Shift in the Balance of Power Between Shareholders and Incumbent Boards of Directors
—Mayer Brown Rowe & Maw - Minutes CountCount: To Inspire Confidence, Circulate Them Promptly
—McGuireWoods -
They Can't Take It With Them
—Paul Hastings Janofsky & Walker - Minutes
—Wachtell Lipton Rosen & Katz - Exit Pay: Best Practices in Pay
—ISS - Letter to Walmart re: Use of Compensation Consultant
—AFL-CIO - Proxy Season Reminders: Section 162(m)
—Morgan Lewis - Technical Guidance on Compliance with Tabular Requirements
—Alan Kailer (2/07) - Continued Viability of Discretionary Incentive Compensation
—Mayer Brown Rowe & Maw -
Risk Management and Claw-Backs of Executive Compensation
—Paul Hastings Janofsky & Walker - "Roadblocks to Greater Say on Pay,"
—N.Y. Times (1/21/07) - ISS’ 2007 Preview of Shareholder Proposals: Executive Pay
—ISS Friday Report - 91Plus
—Gold Jets (aviation product that allows executives to reimburse for personal use of corporate aircraft without violating FAA regulations) - Cost of Management Ratios
—Frederic W. Cook & Co. (12/06) -
GE CEO Jeff Immelt on Internal Pay Equity and More
—video from Financial Times - ISS's 2007 Policy Updates
—ExeQuity - Court Permits Indemnifying Company to Change the Terms of An Indemnified
Director's Obligation to Repay Advances—Check Your Indemnification Arrangements!
—Debevoise & Plimpton - ISS 2007 Policy Updates
—Frederic W. Cook & Co. -
Bad Boys (and Girls) Get Clawed Back
—Richard Wood, Kirkpatrick & Lockhart - Institutional Investor Letter to Selected Companies
—CD&A Disclosure re: Consultant Independence (10/06) - Practical Guidance on Tally Sheets
—NASPP Conference (10/06) - Practical Guidance on Internal Pay Equity
—NASPP Conference (10/06) - Practical Guidance on Accumulated Gains
—NASPP Conference (10/06) - Shareholder Plan Approval - Going Through the Paces with ISS
—NASPP Conference (10/06) - Perk Tester flow chart
—Jones Day (9/06) - Mock-Up: Termination/Change of Control Table and Related Disclosure
—Scott Spector and Mike Kesner - Study: "Pay Dirt"
—Glass Lewis (9/17/06) - Transcript: Harvard Law Symposium on Director Liability (3/06)
—Harvard Law School -
IRS Issues Guidance on Calculating Penalty for Failure to Timely Pay Elective Deferrals to a Qualified Plan
—Proskauer Rose - Landmark "Disney" Decision Provides Guidance For Compensation Governance
—Fred Cook, Frederic W. Cook & Co., Inc. - Multimillion-Dollar Tax on Excess Benefits Overturned
—Jones Day - Pay Equity Multipliers: The Magic Bullet?
—Mark Van Clieaf, MVC Associates International -
Executive Pensions: An Approach Based on Five Core Principles
—The Hay Group -
Taxing Personal Use of Corporate Aircraft
—Stewart Lapayowker, Goldstein Lapayowker - Director Pay: Taking the Lead
—Pearl Meyer & Partners - How to Fix Outstanding CEO Pay Packages and Agreements
—Mike Melbinger, Winston & Strawn - Chancellor Chandler on Pay Practices
—Excerpted from IRRC Report -
Implementing Tally Sheets - Accumulated Wealth and Other Views
—Doug Friske, Towers Perrin - Response to Outside Influences through Inside Analysis and Actions - the Internal Pay Audit
—Myrna Hellerman, Sibson Consulting - Darden Restaurant’s Dan Lyons Discusses New Corporate Governance Challenges
—Towers Perrin - Becton Dickinson’s Proxy Highlights New Pay and Disclosure Practices
—Towers Perrin - Shorter Stock Option Terms Improve Pay Governance
—Towers Perrin - Directors’ Compensation Moves Higher
—Towers Perrin - Top of Mind: Issues that Dominate the Compensation Committee Agenda
—Towers Perrin - Compensation Variables Gain Influence in New CGQ Release
—Towers Perrin
- Executive Accountability and Defensible Executive Pay
—Mark Van Clieaf, MVC Associates International - Towers Perrin's Tally Sheet
—John England, Towers Perrin - The New DNA of Corporate Governance: Strategic Pay for Future Value
—Mark Van Clieaf, MVC Associates International - Myths of Executive Compensation: Returning to Basic Principles of Pay for Performance
—Mark Van Clieaf, MVC Associates International - Internal Pay Equity: The Basic Benchmark
—Excerpt from the September-October 2005 issue of The Corporate Counsel - Excerpt from Berkshire Hathaway's 2003 Letter to Shareholders
—Warren E. Buffett, Berkshire Hathaway - Knowledge Review
—Michael Schrage, MIT MediaLab - Best Practices for Compensation Committees
—Don Delves, The Delves Group - Excerpt from "Best Compensation Ideas, Features and Practices"
—George B. Paulin, Special Supplement to The Corporate Counsel (1/04) - Improving Executive Compensation Disclosure
—ISS Friday Report - Illustrative Tally Sheet - Word File
—Blair Jones, Semler Brossy Consulting Group - Why Compensation Committees Should Ask Their Consultants or HR to Provide Them With a
Comprehensive Tally Sheet Showing All the Components of Their CEO's (and NEO's) Compensation
—Myrna Hellerman, Sibson Consulting, and Blair Jones, Semler Brossy Consulting Group - P&G’s Proposed Buyout of Gillette Raises Questions About Golden Parachutes
—IRRC Friday Report - Levels of Work and Internal Pay Equity
—Mark Van Clieaf, MVC Associates International - The Problem with Surveys
—Fred Cook, Frederic W. Cook & Co., Inc. - Internal Pay Equity
—Fred Cook, Frederic W. Cook & Co., Inc. - Why Committees Need To Track Internal Pay Equity Within Their Own Companies
—Myrna Hellerman, Sibson Consulting, and Blair Jones, Semler Brossy Consulting Group - Top Executives' Total Compensation
—Fred Cook, Frederic W. Cook & Co., Inc. - Compensation Committee Tally Sheet - Spring 2005
- The New DNA of Corporate Governance: Strategic Pay for Future Value
—Mark Van Clieaf, MVC Associates International, Janet Langford Kelly, Zelle, Hofmann, Voelbel, Mason & Gette - Performance-Based Equity Plans: Old Myths and New Realities (PowerPoint Presentation)
—Diane Doubleday and Steve Harris, Mercer Human Resource Consulting
- Tackling the Challenge of Aligning Pay with Performance
—Mercer Human Resources Consulting
- Pay Me Later: Inside Debt and Its Role in Managerial Compensation
—Rangarajan Sundaram and David Yermack
- A New Equity Compensation Scorecard For Directors
—Carolyn Harper and James Cummings, Towers Perrin - Executive Compensation: How Much Is Too Much?
—Eric Marquardt, Towers Perrin - Enhancing Proxy Disclosure of Executive Compensation
—John Sinkular, Towers Perrin - Reexamining SERPs: Too Big a Gold Watch?
—John Ellerman and Ted Jarvis, Towers Perrin - Sending A Message: Imposing Compensation Penalties For Senior Executive Mistakes
—Larry Parks, Stacey Hawley and Patrick Gallagher, Towers Perrin - Change in Control Payments: Another "Holy Cow!" for Investors
—ISS Friday Report - Putting Executive Pensions on the Radar Screen
—Professor Lucian Bebchuk and Robert Jackson - Executive Compensation Proposals Becoming More Sophisticated
—ISS Friday Report - Clawback Provisions Gain Footing
—Governance Metrics International - The Growth of U.S. Executive Pay
—Lucian Arye Bebchuk and Yaniv Grinstein - The Good, the Bad and the Lucky: CEO Pay and Skill
—Robert Daines, Vinay B. Nair and Lewis A. Kornhauser (1/05) -
Board Links with Outside Counsel
—Paul Berkowitz, Greenberg Traurig LLP -
The New DNA of Corporate Governance
—Mark Van Clieaf, MVC Associates International -
Steps to Take to Avoid Director Liability
—Mark Van Clieaf, MVC Associates International -
Executive Accountability and Excessive Compensation: A New Test for Director Liability
—Mark Van Clieaf, MVC Associates International -
The Compensation Committee Report - A Prototype for 2005
—Mark Borges, Mercer Consulting - Implementing Tally Sheets for Compensation Committees
—Myrna Hellerman, Sibson Consulting, and Blair Jones, Semler Brossy Consulting Group - Referring to Surveys No Longer Enough: Work Valuation for Executives
—Blair Jones,Semler Brossy Consulting Group, and Peter LeBlanc, Sibson Consulting - Valuation of Personal Usage of Corporate Aircraft and The American Jobs Creation Act of 2004
—Stewart Lapayowker, Akerman Senterfitt - Personal Use of the Company Aircraft: IRS vs. FAA vs. SEC
—James Cooling and Joanne Barbera, Cooling & Herbers - Director Liability for Executive Pay
—Don Delves, The Delves Group - What Compensation Committees Should Be Asking About the Entire Picture
—Don Delves, The Delves Group - Discretionary Awards: There Is a Place for Discretion
—Blair Jones, Semler Brossy Consulting Group, and Myrna Hellerman, Sibson Consulting - Practice Pointers for Disclosing Compensation on Form 8-K
—Ken Laverriere, Shearman & Sterling LLP - Reining in Golden Parachutes
—Ted Allen, ISS -
Sample 280G Provision
—Mike Melbinger, Winston & Strawn LLP
-
The Growth of U.S. Executive Pay
—Lucian Bebchuk and Yaniv Grinstein, Harvard Law School - The Stealth Plane
—Anonymous Task Force Member -
Making It Simple: Comments on the Old "California Model"
—Richard Wagner, Strategic Compensation Research Associates (SCRA) -
Practice Nuggets on Perks
—Richard Wagner, Strategic Compensation Research Associates (SCRA) -
CEOs Beware: Don’t Overreach in Comp Negotiations
—John Utz, Utz & Miller, LLC -
Stealth Compensation via Retirement Benefits
—Lucian Bebchuk and Jesse Fried
-
More on the Corporate Aircraft Perk—Non-Deductible Compensation
—The Corporate Executive -
Unions Make Curbing Executive Compensation Centerpiece of Plans for 2005
—IRCC -
AFL-CIO Focuses 2005 Activism on Executive Compensation
—IRCC -
Disney Revamps Its Executive Compensation Plan
—IRCC - What Influences the Timing of Option Grants?
—Donal Byard and Ying Lie, City University of New York - Blackmore Partners v. Link Energy: Delaware Again Suggests Less Deference for Directors
—John Jenkins, Calfee, Halter & Griswold - Calpers Launches Multi-Faceted Assault on Excessive Executive Compensation Practices
—IRRC’s Corporate Governance Highlights (November 19, 2004 edition) - IRS Expresses Concern over "Schemes" Improperly Limiting Qualified Retirement Plan Benefits to Highly Compensated Employees
—Lucile Anutta, McGuireWoods LLP - Best Practices from Institutional Investor Perspective
—Paul Hodgson, Senior Research Associate of The Corporate Library - The Institutional Investors' Point of View
—Paul Hodgson, Senior Research Associate of The Corporate Library - Alan Beller's Remarks Before the Executive Compensation Conference (10/20/04)
- Reconciliation of Performance Data for Incentive Purposes to GAAP Financials
—Fred Cook, Frederic W. Cook & Co., Inc. - Honeywell Report of the Management Development and Compensation Committee
- Schering Plough Compensation Committee Report
- Winn-Dixie Compensation Committee Report
- Excerpt from the 2002 Wyeth Proxy Statement
- Merrill Lynch Announces that Their Executives Will Give Six Months Notice
—Excerpt from the Form 8-K, filed 9/17/04 - Sample Analyses for Compensation Committees
—Don Delves, The Delves Group - Suggested Guidelines for the Selection and Use of an Independent Compensation Consultant by Board Compensation Committees
—Fred Cook, Frederic W. Cook & Co., Inc. - Designated Role of Independent Consultant to Board Compensation Committee
—Fred Cook, Frederic W. Cook & Co., Inc. - Procedures for Providing Full Service to Board Compensation Committee
—Fred Cook, Frederic W. Cook & Co., Inc. - Possible Roles of Independent Advisor to the Board Compensation Committee
—Fred Cook, Frederic W. Cook & Co., Inc. - Agreements and Surveys
—Tim Sparks, Compensia - Internal Support for the Board Compensation Committee
—Fred Cook, Frederic W. Cook & Co., Inc. - CII Updates Executive Compensation Policy
- An Example of a Board Chairman’s Revelation About Peer Groups
—Mark Van Clieaf, MVC Associates International - $800 Million in CEO Pay - Is That Reasonable?
—Paul Hodgson, The Corporate Library - Look At This Severance Package - Is This Reasonable?
—Paul Hodgson, The Corporate Library - Key Peer Group Questions that Compensation Committees Should Be Asking
—Anonymous Task Force Member - Key Tally Sheet Questions that Compensation Committees Should Be Asking
—Anonymous Task Force Member - Key Questions that Compensation Committees Should Be Asking
—Anonymous Task Force Member - Companies With "Hold 'Til Retirement" Guidelines
—Robbi Fox, Hewitt Associates - Compensation Hot Topics Survey
—Robbi Fox, Hewitt Associates - Sampling of Current Compensation Committee Questions Relating to Executive Pay Levels & Pay for Performance
—Claude Johnston and Jannice Koors, Pearl Meyers & Partners - Ten Questions Every Compensation Committee Should Ask
—Claude Johnston and Jannice Koors, Pearl Meyers & Partners - Rethinking Executive Pay: Don’t Create Another Giveaway
—Claude Johnston, Pearl Meyers & Partners - The Next Generation Plan Design Best New Practices & Features
—Tim Sparks, Compensia, Scott Spector, Fenwick & West, LLP, Thomas Reicher, Cooley & Godward LLP - Solving the Pay Gap Crisis
—Matt Ward, Aon Consulting - Model Section For Compensation Committee Report
—Courtesy of CompensationStandards.com - Timing and Proxy Disclosure of Stock Option Grants
—Fred Cook, Frederic W. Cook & Co., Inc. - Sample Tally-up Sheet #1 – Change-in-Control Scenario
—Mike Kesner, Deloitte Consulting LLP - Sample Tally-up Sheet #2 – Change-in-Control Scenario
—Mike Kesner, Deloitte Consulting LLP - Sample Tally-up Sheet #3 – Change-in-Control Scenario
—Mike Kesner, Deloitte Consulting LLP - Sample Tally-up Sheet #4 – Change-in-Control Scenario
—Mike Kesner, Deloitte Consulting LLP - Sample Tally-up Sheet #5 – Change-in-Control Scenario
—Mike Kesner, Deloitte Consulting LLP - Sample Tally-up Sheet #6 – Change-in-Control Scenario
—Mike Kesner, Deloitte Consulting LLP - A Simple Approach to Understanding How Components of CEO Pay Fit Together
—Richard Wagner, Strategic Compensation Research Associates (SCRA) - A Sample Tally Sheet – And Analysis of How to Use It
—Richard Wagner, Strategic Compensation Research Associates (SCRA) - Executive Accountability and Excessive Compensation:
A New Test For Director Liability
—Mark Van Clieaf, MVC Associates International - Plane Perks
—David Cay Johnston, NY Times Reporter - Recent Remarks on Disgorgement of Compensation
—Stephen Cutler, Director, Division of Enforcement, SEC - Remarks on Recent Compensation Disclosure
—Alan Beller, Director, Division of Corporation Finance, SEC - How Much Pay For How Much Performance?
—Don Delves, The Delves Group - Use of Corporate Aircraft and the Method for Determining Value Attributed to That Use
—Beverly Aisenbrey, Frederic W. Cook & Co. - Why Discounted Stock Options (or Discounted Stock SARs) – And Not Premium-Priced Options – Might Become Popular After FAS 123 Is Revised
—Stewart Reifler, Vedder Price - The Hidden Costs of SERPs & Deferred Compensation Arrangements - And What to Do About It!
—Diane Doubleday, Mercer Human Resources Consulting - California State Treasurer Urges Calpers to Launch 2005 Campaign Against Excessive
Severance Payments
—IRRC - The Increasing Role of Delaware Books and Records Demands
In Compensation and Governance Disputes
—John Grossbauer and Charles Williams, III, Potter Anderson & Corroon LLP - Books and Records Demands: Can a Stockholder Publicize the Board’s
or Committee’s Compensation Process?
—John Grossbauer, Potter Anderson & Corroon LLP - Books and Records Demands: A Newly Invigorated Tool in the Compensation Debate
—John Grossbauer, Potter Anderson & Corroon LLP - Director Option Plans May (Or May Not) Render Recipients "Interested" in Certain Transactions
—John Grossbauer, Potter Anderson & Corroon LLP - State Law Issues to Consider When Granting Options
—John Grossbauer, Potter Anderson & Corroon LLP - How to Avoid Exceeding the Section 162(m) Million Dollar Cap
—Bruce Shnider, Dorsey & Whitney LLP - Rethinking Indemnification Agreements
—Phil Koehler, Stradling, Yocca, Carlson & Rauth LLP - Directors Beware: D&O Coverage Exclusions for Breach of ERISA Fiduciary Duty
—Phil Koehler, Stradling, Yocca, Carlson & Rauth LLP - The Use of Clawback Provisions: Putting a Price on Disloyalty
—Louis Rorimer, Jones Day - Understanding Shareholders’ "Pay-for-Failure" Complaints
—IRRC - Beyond this Point Lie Dragons: How Should the Compensation Committee
Exercise Its Business Judgment?
—Richard Wagner, Strategic Compensation Research Associates (SCRA) - The Need for An Improved Public Disclosure Philosophy
—Richard Wagner, Strategic Compensation Research Associates (SCRA) - Revisiting the Option Grant Approval Process
—Patrick McCabe, Morrison & Foerster LLP - A Second Look at Compensation Committee Charters
—Louis Rorimer, Jones Day - SERP Design and Value/Cost Considerations
—Bill Gerek, Hay Group - How to Review Survey Data: Questions to Ask
—Tracy Bean, KPMG LLP - Valuation of Full-Value Awards
—Fred Whittlesey, Aon Consulting/Radford Surveys - Master Roadmap to Director Independence Requirements
—Anne Plimpton, McDermott, Emory & Will - The Need for Compensation Committees of Multinational Companies to Conduct Global Due Diligence
—Aidan Langley, Deloitte Consulting LLP - "Heightened" Scrutiny Should Apply to Consideration of Change-in-Control Agreements
—Jeffery Banish, Hunton & Williams LLP - Know The Cost Of Golden Parachute Gross-Up Provisions
—Linda Griffey, O'Melveny & Myers LLP - Adding "Bad Boy" Clauses to Executive Benefit Arrangements
—Jeffery Banish, Hunton & Williams LLP - The Problem with Today’s Severance Payments: Conflicts of Interest and More
—Paul Hodgson, The Corporate Library - Implement and Document Safeguards Against Tampering of Minutes
—Broc Romanek, TheCorporateCounsel.net - Common Section 162(m) Violations
—Tim Sparks, Compensia - Section 162(m) Compliance Checklist
—Tim Sparks, Compensia - Lessons Learned about Financial Implications of Severance Triggers from MONY Case
—Anonymous Task Force Member - The Risks of SERPs
—Anonymous Task Force Member - Re-evaluate Your 280G Mitigation Provisions
—Marc Trevino, Sullivan & Cromwell LLP - Directors That Oversee Retirement Plans May Be Subject to Higher
Standard of Review
—Max Schwartz, Sullivan & Cromwell LLP - Consider Whether Definition of "Cause" Should Include Failure to Cooperate
With Governmental Investigation
—Anonymous Task Force Member - Reexamine Circumstances Under Which Compensation May Be Denied or Withheld
—Anonymous Task Force Member - Cost of Deferred Compensation
—Yale Tauber and Donald Levy - The Need for Collaboration Between Lawyers and Consultants
—Richard Wood, Kirkpatrick & Lockhart LLP - Subtle Management Bias From Consultants Can Emerge Over Time
—Anonymous Task Force Member - De-Mystifying SERPs
—Anonymous Task Force Member - Approval of Agreements with Golden Parachute Provisions May Require More Analysis
—Joseph Yaffe, Latham & Watkins LLP - Avoid Single-Trigger Change-in-Control Vesting Acceleration in Equity Compensation Plans
—Laura Thatcher, Alston & Bird LLP - Executive Compensation Decisions Held To Higher Standard Under Business Judgment Rule
—Roger Siske, Sonnenschein Nath & Rosenthal LLP - Your State Laws Might Be Stricter Than Delaware Regarding Executive Compensation Decisions
—Roger Siske, Sonnenschein Nath & Rosenthal LLP - Institutional Investors Use Novel Ways to Elicit More Compensation Disclosure
—Broc Romanek, TheCorporateCounsel.net - Consider Designating a 162(m) Compliance Person
—Anonymous Task Force Member - IRS Targeting Non-Qualified Compensation, Stock-Based Compensation, 162(m) Issues and Perks
—Broc Romanek, TheCorporateCounsel.net - Assessing the Independence of the Compensation Committee’s Outside Advisors
—Tim Sparks, Compensia - Should Outside Advisors Attend Executive Sessions of the Compensation Committee?
—Tim Sparks, Compensia - Inadvertent Section 162(m) Violations
—Tim Sparks, Compensia - The Greening of Executive’s Counsel
—Scott Spector, Fenwick & West LLP - Ways to Reign in CEO Pay: Increase Holdings by Largest Outside Shareholder
or Have Comp Committee Hold More
—Anonymous Task Force Member - State Legislators Try to Curb Excessive Pay
—Broc Romanek, TheCorporateCounsel.net - Executive Pay Trends and Golden Parachute Tax
—David Johnson, Ernst & Young LLP - Glaring Problems with Survey Data
—Mark Van Clieaf, MVC Associates International - The Need for the Compensation Committee to Fully Understand
the Compensation Arrangements it is Approving
—Althea Day, Morgan, Lewis & Bockius LLP - The Need for the Compensation Committee to Have its Own Advisors
—Althea Day, Morgan, Lewis & Bockius LLP - Red Flags for Compensation Committees When Approving CEO Contracts
—Susan Serota, Pillsbury Winthrop LLP - Taking from the King: The Mutual Need and Practical Tips for Rolling Back
or Modifying Excessive CEO Compensation
—Eric Keller, Paul Hastings Janofsky & Walker, LLP - 12 Ways to Improve Stock Plans and Stock Awards
—J. Mark Poerio, Paul Hastings Janofsky & Walker, LLP - Incorporating Performance and Trends into Compensation Planning
—Beverly Aisenbrey, Frederic W. Cook & Co. - IRS Cracks Down on Corporate Deductions Taken for Executive Compensation in Excess of $1 Million
—Karen Krueger and Jeremy Goldstein are Partners of Wachtell, Lipton, Rosen & Katz LLP - Providing Disclosure of a Corrected Pay Package Calculation
—Michael Andresino, Posternak Blankstein & Lund LLP - Chart on Impact of Proposed Nonqualified Deferred Compensation Legislation:
Analysis of Common Situations
—Max Schwartz, Sullivan & Cromwell - Towards Better Drafting of Section 162(m) Disclosures
—Broc Romanek, TheCorporateCounsel.net - National Semiconductor Compensation Committee Report
—National Semiconductor - Executive Compensation Reform By "Gun-Point"
—Broc Romanek, TheCorporateCounsel.net - Using Company-Centric Performance Measurement
—Althea Day, Morgan, Lewis & Bockius LLP - Impact of Equity Delivery Device Changes for Global Employers:
Another Reason to Reconsider Restricted Stock Grants
—William Dunn, PricewaterhouseCoopers LLP - A Practical Guide for the Compensation Committee: Ten Steps to Success
—Kenneth J. Laverriere, Shearman & Sterling LLP - When the Compensation Committee Needs a Lawyer – And When It Doesn’t
—Scott Spector, Fenwick & West LLP - The Challenges of Tallying It Up
—Anonymous Task Force Member - Understanding Pay-for-Performance
—Mark Van Clieaf, MVC Associates International - The Impact of Lack of Independence on the Potential Liability of a Director
—Anonymous Task Force Member - Reasons Why Executives Should Want A Sound Compensation-Setting Process
—Anonymous Task Force Member - The Need to Use Advisors Before A Decision is Made
—Anonymous Task Force Member - Compensation Surveys Are Biased
—Fred Cook, Frederic W. Cook & Co. - Disclosure of Above-Market Interest Paid to CEOs in Recent Proxy Statements
—Tim Ranzetta, Equilar - Be Careful of What Type of "Independent Counsel" You Hire
—Anonymous Task Force Member - SEC’s Ability to Freeze Severance Payments Under Sarbanes-Oxley
—Anonymous Task Force Member - The Problem with Evergreen Agreements
—Anonymous Task Force Member - Think SERPs Make Sense: Look at Sandy Weill’s Excessive SERP
—Anonymous Task Force Member - Board Compensation Committee Philosophy, Policy and Best Practices
—Michael W. Peregrine, Ralph E. DeJong and Timothy J. Cotter - Tallying Top Executives’ Total Compensation
—Fred Cook, Frederic Cook & Co. - A Reader's Suggestion Regarding Change-in-Control Proxy Disclosure
- How to Draft Minutes for Compensation Committee Meetings Today
—Broc Romanek, TheCorporateCounsel.net - Replacing Restricted Stock with Restricted Stock Units
—Marian Tse, Goodwin Procter LLP - How to Understand the Benefits Provided by SERPs
—Marian Tse, Goodwin Procter LLP - A Lesson in Stock Option Plan Drafting
—Mike Melbinger, Winston & Strawn LLP - The SEC’s Guidance – So Far – on Compensation Committee Reports
—Martin Mobley - Post-SOX Compensation Committee Reports: Unimproved Disclosure
of Executive Compensation Policies and Practices
—Martin Mobley - 23 Lessons Learned from Disney: Director Liability for Excessive Executive Compensation
—Mike Melbinger, Winston & Strawn LLP - What Compensation Committees Should Consider When Reviewing a Change in Control Package
—Anonymous Task Force Member - Cost-Minimization in Anticipation of FAS 123 Revisions
—Ted Buyniski, Mellon Human Resources & Investor Solutions