Unless you’ve been living under a rock or vacationing at the South Pole, you probably know that President Obama signed the Dodd-Frank Act into law on July 21, 2010. If you’re like most folks, the thought of wading through over 2,200 pages of the Act isn’t all that appealing (especially if all you’re interested in are the changes to executive compensation). Well, I’ve pulled together several presentations on the topic (all are available under my user account on SlideShare.net), but thought a quick run-down of the big ticket items that will impact executive compensation might be helpful for folks.
Say on Pay Vote – nonbinding shareholder vote on the compensation of executives as disclosed in the proxy must be held at least once every 3 years.
Say on Pay Vote Frequency Vote – a nonbinding shareholder vote on the frequency of the say on pay vote must be held at least once every 6 years.
Vote on Golden Parachutes – a nonbinding shareholder vote on golden parachutes as part of a deal proxy; exception if the arrangement was previously approved by shareholders as part of a say on pay vote (SEC hopefully will offer some further details on how the exception will apply).
Independent Compensation Committees – most public companies will be required to have only independent directors on their compensation committees (SEC needs to develop definition of “independence” that will be applied; most commentators believe the SEC will draw heavily from the audit committee independence requirements).
Independent Advisers – most public companies’ compensation committees will be required to at least consider the independence of their advisers, e.g., attorneys, compensation consultants, and other advisers.
Compensation Committee Authority – mandates that most public company compensation committees must be given authority to retain a compensation consultant and independent legal counsel and other advisers, including fiscal authority.
Increased Disclosure About Executive Compensation – requirement for most public companies to disclose more information executive compensation, including:
Pay versus performance (hopefully SEC will clarify what will be required);
Median annual total compensation of all employees;
CEO’s annual total compensation; and
Ratio of median annual total compensation of all employees to that of the CEO (will require a lot of extra work for a figure that has questionable utility for shareholders).
Clawbacks Required – public companies will be required to implement a clawback policy (broader than the Sarbanes-Oxley Act’s clawback provision; likely will cause implementation issues for companies with existing clawback policies; several unanswered questions that I hope the SEC addresses).
Executive and Director Hedging – public companies must disclose their policy with respect to executive and director hedging of company securities.
Financial Institutions Subject to Greater Scrutiny – covered financial institutions will be subject to enhanced compensation structure reporting and prohibitions (important for all companies to watch executive compensation developments for financial institutions as these may eventual migrate over to all public companies through shareholder demand or otherwise).
Voting by Brokers – broker votes are eliminated on director elections, executive compensation, or any other significant matter, as determined by the SEC, for uninstructed shares held by beneficial owners.
Proxy Access – public companies will be required to (1) include a shareholder nominee to serve on the board of directors, and (2) follow a certain procedure with respect to the solicitation of proxies (the SEC is meeting this week to consider the proxy access rules).
Chairman and CEO Disclosures – SEC will issue rules that require public companies to disclose in their annual proxies the reasons why the company has chosen: (1) the same person to serve as chairman of the board and CEO, or (2) different individuals to serve as chairman of the board and CEO.
If you want to hear more about some of the practical things and action steps compensation professionals should be taking now to prepare for implementation of Dodd-Frank, tune in to the webcast, What compensation professionals need to know about financial reform legislation, I’ll be conducting with Dan Walter of Performensation and sponsored by HCR Software. The webcast is this Wednesday (8/25) from 2 to 3 pm Eastern. Here’s the link to the registration page: https://www1.gotomeeting.com/register/361114697
Yesterday I presented The Winds of Change Blow Once Again at the National Association of Stock Plan Professionals’ Chicago Chapter meeting. It was a good group and the audience participated which always makes these things a bit more interesting. in any event, here’s the presentation I used for the occasion to detail the executive compensation and corporate governance changes wrought bythe Dodd-Frank Act as we understand them today, along with some potential action items for folks as well.
Dan Walter of Performensation and I will be conducting a webcast next week (8/11) on the Dodd-Frank Act, titled What Compensation Professionals Need to Know About Financial Reform Legislation. We’ll discuss the action items folks should be considering and focusing on right now. Here’s a link to the details for the webcast:
The SEC seems to understand that there might be many people that want to provide comments on the Dodd-Frank Act before the SEC has had time to pull together draft rules. Yesterday, the SEC has launched a new public comment page for those interested in commenting on Dodd-Frank to provide comments prior to the issuance of proposed rules by the SEC.
Here’s a link to the Press Release about this action:
Note that the comments are to be submitted based on the sections of Dodd-Frank. The executive compensation comment section appears under Title IX — Investor Protection and Improvements to the Regulation of Securities.