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New Challenges Shape Pay Levels

Fearing proxy statement exposure, some companies are rejiggering compensation

By Anne Field | Updated on May 01, 2008

These days, when Steven Hall sits down with his clients to hammer out the structure of their executive compensation plans, they take into consideration a new set of factors: How it will look in the cold light of day on their proxy statements. Thanks to the Securities and Exchange Commission’s new rules requiring more disclosure of top executives’ performance goals, including those of the CFO, a number of clients have started to think twice about just how shareholders might react to their bonus plans, according to Hall, president of Steven Hall & Partners, a New York executive compensation consulting firm. One client, who wanted to design a bonus that was solely based on time-vested options, decided to re-jigger the structure after realizing shareholders might demand more performance-based incentives. “When companies are making decisions, they’re thinking about what the disclosure will look like, and deciding their original design may not be the right thing to do after all,” says Hall. “I’ve seen clients go back to the drawing board as a result.”

Two years ago, the SEC took what seemed to be a big step toward reigning in exorbitant executive compensation when it issued new rules requiring full disclosure of the performance goals on which salary and bonuses are paid. The idea, of course, was that if companies had to reveal in their proxies when executives didn’t meet their targets, they might be forced to moderate their pay levels. For CFOs, the new requirements had an added dimension: For the first time, they were required to be included as one of the top five executives listed in the disclosure.

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