Yesterday, the SEC voted 4-to-1 to adopt broader proxy disclosure requirements. Some of the key areas are:
- Risk Disclosure Threshold Increased: Compensation policies reasonably likely to have a material adverse effect on the company must be disclosed.
- New Diversity Consideration Disclosure: Companies will be required to disclose how the nominating committee considers diversity in identifying director nominees.
- Value Threshold for Consultant Disclosure: Enhanced disclosure surrounding consultants will only be required if the non-executive compensation service exceeds $120,000.
According to the document release, the effective date of the rules is February 28, 2010. Companies with a fiscal year ending after December 20, 2009 will be required to adopt the amendments to the Summary Compensation Table.
We’ve written up a client alert, which you can view here.
Equilar recently conducted an SEC: Ahead of the New Regulations webinar; access is free to clients. Non-clients can request access here.
Tags:
board of directors,
compensation disclosure,
Executive Compensation,
sec regulations,
sec rules
In today’s Executive Compensation Trends newsletter, we highlighted three new research reports. We’ve segmented our annual Committee Member and Chair Compensation Trends report by the S&P 600 (companies under $500M in revenues), S&P 400 (companies from $500M to $2B in revenues), and S&P 500 (companies over $2B in revenues).
This report compares and analyzes member and chair compensation. Among the key trends we found:
- Median board level comp (cash retainer, equity awards, and total meeting fees) ranged from $107,564 at S&P 600 companies to $190,129 at S&P 500 companies (excluding payment for committee service).
- Across all committees, Governance members had the most tenure.
- Audit committees met most frequently.
- Compensation-committee chair pay at large organizations rose 13.3% from 2006 to 2008, and compensation committee member pay at small organizations increased by 20%.
To request a copy of any of the reports, click here.
To subscribe to Equilar’s Executive Compensation Trends newsletter, click here.
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audit committee,
board fees,
committee fees,
compensation committee,
Executive Compensation,
governance committee
In anticipation of new SEC disclosure rules dealing with executive compensation, we decided to hold a special research webinar next week. Equilar‘s top research managers will discuss the proposed rules and highlight examples of how leading companies are anticipating and getting in front of those rules.
Topics will include:
- The Relationship Between Compensation and Risk
- Board of Director Risk Management
- Consultant Conflict of Interest
- Equity Award Values in the Summary Comp Table
- Director Qualifications
- Say on Pay
The webinar will be held next Thursday, December 10th, at 1pm ET (10:00 AM PT). Click here to register.
Tags:
compensation consultants,
conflicts of interest,
disclosure risk,
Executive Compensation,
sec regulations,
sec rules