The Compensation Committee Handbook, 4th Edition

Foreword ix

Preface xiii

Acknowledgments xvii

About the Authors xix

PART One THE MODERN COMPENSATION COMMITTEE 1

CHAPTER 1 The Compensation Committee 3

Board Structure: The Focus on Independence 4

Compensation Committee Composition and

Multiple Independence Requirements 5

Compensation Committee Size 10

Compensation Committee Charter 11

Role of the Compensation Committee 13

Role of the Compensation Committee Chair 14

Duties and Responsibilities of the Compensation Committee 14

Compensation Benchmarking 26

The Importance of Compensation Committee Meeting Minutes 29

Call to Action 31

CHAPTER 2 Selecting and Training Compensation Committee Members 33

The Role of the Nominating Committee 33

Nomination and Selection of New Compensation Committee Members 34

Time Commitment 39

Diversity 40

Attracting Candidates 41

Conducting the Search 41

How to Approach Candidates 43

CEO Involvement in the Selection Process 43

Making the Final Selection 44

How to Say No 47

What if the New Director Does Not Work Out? 47

Benefits of an Educated Board 48

Orientation of New Members 49

Ongoing Training 51

Outside Experts and Advisors 53

CHAPTER 3 CEO Succession and Evaluation 59

The Relationship Between Pay and Succession Planning 61

The Advantages of Effective Succession Planning 65

The Succession Planning Process 67

CEO Evaluation 73

CHAPTER 4 Director Compensation 97

Overview 97

Elements of Director Compensation 99

Disclosure 103

Trends in Director Compensation 106

Conducting a Director Compensation Study 109

PART Two LEGAL AND REGULATORY FRAMEWORK 115

CHAPTER 5 Corporate Governance 117

Fiduciary Duties of Directors 117

Practical Applications of Fiduciary Duty Rules 126

Stock Exchange Corporate Governance Rules 131

External Compensation Policies and Guidelines 131

CHAPTER 6 Disclosure of Executive and Director Compensation 143

Background 143

Compensation Discussion and Analysis 144

The Tabular Disclosures 146

Option Grant Practices 154

Director Compensation 155

Disclosure of Material Compensation Risk 155

Compensation Disclosure Requirements for Smaller Reporting Companies 157

Golden Parachute Compensation 158

Pending Dodd-Frank Disclosure Requirements 160

Beneficial Ownership Reporting 162

Disclosure of Related Person Transactions 162

Director Independence and Governance Disclosure 163

Disclosure of Equity Compensation Plans 165

Plan Filing Requirements 167

Form 8-K 168

Selected Provisions of Regulation S-K 168

CHAPTER 7 Other Securities Issues 171

Selected Dodd-Frank Provisions Relating to

Executive Compensation 171

Special Rules Regarding Stock Transactions 175

NYSE/NASDAQ Rules: Approval of Equity

Compensation Plans 189

Selected Sarbanes-Oxley Provisions Relating to Executive Compensation 193

CHAPTER 8 Tax Rules and Issues 199

Overview 199

Organizations Responsible for Federal Tax 200

Major U.S. Tax Law and Issues 201

CHAPTER 9 Accounting Rules and Issues 255

Overview 255

Organizations Responsible for Accounting Standards (Past and Present) 256

New Equity-Based Compensation Accounting Rules 261

Previous Equity-Based Compensation Accounting Rules Under U.S. GAAP 280

Other Current and Past Accounting Standards 283

CHAPTER 10 ERISA and Labor Law, Rules, and Issues 305

ERISA Law and Regulations 305

Labor Laws and Regulations 309

ADEA Law 310

PART Three PRACTICAL APPLICATIONS 315

CHAPTER 11 Executive Employment, Severance, and Change-in-Control Arrangements 317

Background 317

At-Will Employment Arrangements 318

Contractual Employment Arrangements 319

Fundamental Elements of a Written Employment Arrangement 320

Process 322

Types of Employment Arrangements 323

Terms and Conditions Contained in Employment Arrangements 325

CHAPTER 12 Incentive Compensation 349

Useful Definitions and Abbreviations 349

Cash versus Equity 352

Typical Plan Features and Designs 353

Shareholder Approval Requirements 364

Retention-Only Plans 364

CHAPTER 13 Equity-Based Compensation 367

Equity-Based Incentive Awards 367

Stock Ownership and Retention Guidelines 384

CHAPTER 14 Executive Pension-Benefit, Welfare-Benefit, and Perquisite Programs 387

List of Programs 388

Pension-Benefit Arrangements 388

Welfare-Benefit Arrangements 397

Perquisites 400

APPENDIX A Selected SEC Rules, Regulations, Schedules, and Forms 405

APPENDIX B List of Organizations and Periodicals 511

APPENDIX C List of Director’s Colleges and Other Training Opportunities 519

APPENDIX D Sample Compensation Committee Charters 527

APPENDIX E Sample Compensation Discussion and Analysis (CD&A) 547

Glossary 633

Bibliography 685

Index 699

JAMES F. REDA is Managing Director, Executive Compensation Consulting, Arthur J. Gallagher & Co., Human Resources Consulting Practice. Mr. Reda has served for more than 27 years as advisor to the top management and boards of major corporations in the United States and abroad in matters of executive compensation, performance, organization, and corporate governance.

STEWART REIFLER is the head of the executive compensation practice at the New York office of Vedder Price, P.C. Mr. Reifler has over 25 years of experience negotiating and structuring executive compensation arrangements on behalf of executives, board compensation committees, and companies.

MICHAEL L. STEVENS is a partner in the executive compensation practice at Alston & Bird, LLP. Mr. Stevens has over 20 years of experience advising clients with respect to securities, corporate governance, and tax issues relating to stock plans, incentive compensation arrangements, executive employment agreements, and deferred compensation.