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The Honolulu Advertiser
Posted on: Tuesday, January 17, 2006

Reporting of executive pay may change

By Jonathan Peterson
Los Angeles Times

Former GE executive Jack Welch received a retirement package that included perks estimated at $2.5 million in its first year.


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The SEC plan is likely to include the following:

• A bottom-line dollar figure for executive pay. Companies would have to provide tables showing a total annual compensation figure for the senior officers, and the total must include such increasingly important benefits as stock grants, stock options and pension benefits.

• Tighter accounting of perquisites. Currently, companies are required to report a lump sum if perks exceed $50,000 or 10 percent of the executive’s salary and bonus. An individual perk must be reported only if it costs more than 25 percent of the executive’s total perk allotment. Under the proposal, perks must be itemized if the total for perks is $10,000 or more.

• Improved accounting of retirement benefits. The SEC would require new tables outlining the defined benefit and defined contribution retirement plans of top officers, along with detailed descriptions of payments that could be triggered if the manager is removed.

• Insight into a company’s pay strategy. Companies would have to discuss performance benchmarks that are built into an executive’s pay structure and how such benchmarks fit into the company’s broader goals.

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WASHINGTON — A Securities and Exchange Commission plan to require better disclosure of executive pay would force companies to disclose specific details about future benefits, perks and stock deals that are often hidden or omitted from regulatory filings.

The commission is expected to vote today to seek public comment on the measure, a crucial step toward passage of a final rule this year. The initiative could lead to the first overhaul of pay disclosure requirements since 1992.

The push for greater clarity in executive compensation is among the top priorities of SEC Chairman Christopher Cox, a former congressman from California who assumed the regulatory post last year. Shareholders have grown increasingly critical of many executive pay packages, saying the deals appear to be crafted to obscure the large sums many senior managers are making. "I think we can do better," Cox said.

Because so much of executive pay falls outside the limits of a paycheck, such as in deferred stock or retirement benefits, "The result is that an increasing amount of executive compensation is escaping disclosure."

Currently, compensation streams for top executives and board members can be scattered inside the annual proxy statement issued to shareholders and often are described vaguely.

To add clarity, the SEC will propose an array of disclosure requirements for publicly traded companies and their top brass.

The plan also would require companies for the first time to disclose all compensation to board members. Under current rules, critics say, companies sometimes avoid reporting perks and stock-option awards to their directors.

Business reaction to the proposal has been mostly favorable.

"In general, I think there's been a lack of transparency in the past, and the new proposed regulations are a big step in the right direction," said Charles A. Haggerty, former board chairman and chief executive of Western Digital Corp. in Irvine, Calif.

Perks, such as membership in country clubs, deluxe healthcare plans and use of company cars and jets, all should be reported clearly, said Haggerty, who serves on four corporate boards.

At the same time, Haggerty, who retired from Western Digital in 2000, questioned the plan to require companies to estimate the value of executive stock options. An option is the right to buy shares of stock in the future at a predetermined price.

Regulators recently ordered companies to include the cost of options in their earnings reports. Technology companies, in particular, have opposed doing so, pointing out that options can lose value if the share price declines.

Sentiment for better disclosures picked up in the late 1990s after revelations that General Electric Co. had granted former Chairman Jack Welch a retirement package that included use of corporate aircraft, a New York apartment worth $50,000 a month and other benefits estimated to total $2.5 million in his first year of retirement alone. The full details only came out during a divorce proceeding.

Given the broad sentiment for meaningful disclosures, even people who are wary of new red tape are approaching the SEC initiative with caution.

On the other end of the spectrum, shareholder activists say the stricter reporting requirements — such as a mandate that companies disclose particular executive achievements that can affect their pay — might give insight into the company.

If adopted by the SEC this year, the new rules probably will take effect in 2007.