This Client Alert examines the letters sent by the Congressional Oversight and Government Reform Committee on January 31, 2008 to compensation committee chairs of FORTUNE 250 companies asking them to provide information about their executive compensation consultants' conflicts of interest.
Download Client Alert (PDF) 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.
Download Presentation (PDF) This Client Alert provides a summary of a recent Congressional Hearing held on December 5th and Report focused on executive pay and compensation. The Hearing and Report examined conflicts of interest among multi-service compensation consultants.
Download Client Alert (PDF) Edward Hauder presented this at a meeting of the Chicago chapter of the National Association of Stock Plan Professionals on 10/17/2007.
Download Presentation (PDF) San Francisco Marriott, San Francisco, CA, October 9, 2007
Edward Hauder participated in the panel "Putting It All Together: Disclosure Collaboration and Controls" at The 2nd Annual Proxy Disclosure Conference. This article by Edward Hauder was published in BNA's Tax Management Memorandum, Vol. 48, No. 15, 7/23/2007. The article conducts a preliminary review of FORTUNE 100 companies' proxy disclosures under the new rules and offers some "Best Practices." FORTUNE 100 companies that had filed their proxies under the new rules by April 14, 2007 were included in this review.
Download Article (PDF) This Client Alert summarizes the Internal Revenue Service's Notice 2007-49, which clarifies that the IRS will exclude CFOs from being "Covered Employees" for purposes of Code Section 162(m), issued June 5, 2007. This clarification is necessary given the recent changes the U.S. Securities and Exchange Commission made to the compensation disclosure rules.
Download Client Alert (PDF) This article by Mike Sorensen and Ross Zimmerman was published in the June/July 2007 issue of Directorship magazine. The article examines a new methodology for analyzing company performance, return on executives (ROX™). A summary table showing the ROX™ Scores for the Top 20 S&P 500 Companies in 2006 is included.
Download Article (PDF) Adam Piore, Conde Nast Portfolio.com, May 16, 2007. Jeffrey Hyman is interviewed 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.
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.
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. Download Presentation (PDF) 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.
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.
Link to Article Ross Zimmerman, Directorship Magazine, April/May 2007.
Edward Hauder and Mike Sorensen, The Corporate Board, March/April 2007, pp. 10-15.
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.
Download Comment Letter (PDF) 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.
Download Article (PDF) 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.
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.
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.
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