Post on 26-Dec-2015
Executive Compensation Executive Compensation Reporting in Proxy Reporting in Proxy
StatementsStatements
Executive Compensation Executive Compensation Reporting in Proxy Reporting in Proxy
StatementsStatementsPiecing Together All The Parts of the
PuzzlePiecing Together All The Parts of the
Puzzle
Executive Compensation Executive Compensation Reporting in Proxy StatementsReporting in Proxy Statements
Executive Compensation Executive Compensation Reporting in Proxy StatementsReporting in Proxy Statements
Another
sponsored training program 12/21/06
Another
sponsored training program 12/21/06
U.S. SEC August 11, 2006 Final RulingU.S. SEC August 11, 2006 Final Ruling
ExecutiveIncentive
s
Stock Options
Perks: Flowers,
Jewelry, Cars, Apartments
Retirement Plans
Piecing Together All The Parts of the Puzzle
Piecing Together All The Parts of the Puzzle
WHYWHY??
WHENWHEN
??
WHAT?WHAT?
WHO?WHO?
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Why The Change?Why The Change?
Shareholders demanding more accountability from corporate executives.
Why The Change?Why The Change?
Shareholders demanding more accountability from corporate executives.
• Pay-For-Performance measurements
• Transparency in reporting to prevent abuse
• Better information for shareholders to consider when voting on issues at annual meeting
• Pay-For-Performance measurements
• Transparency in reporting to prevent abuse
• Better information for shareholders to consider when voting on issues at annual meeting
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
SEC’s growing irritation with companies’ failure to provide “full and fair” disclosure
regarding executive compensation arrangements.
SEC’s growing irritation with companies’ failure to provide “full and fair” disclosure
regarding executive compensation arrangements.
“Item 402 always required disclosures of all compensation even if not specifically mentioned
in the rules.”
-Allen Beller, SEC Director of Corporation Finance
-October 2004
“Item 402 always required disclosures of all compensation even if not specifically mentioned
in the rules.”
-Allen Beller, SEC Director of Corporation Finance
-October 2004
Why The Change?Why The Change? Why The Change?Why The Change?
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
2006 final rule makes a major statement to corporate executives that the games must
STOP!
2006 final rule makes a major statement to corporate executives that the games must
STOP!
• Requires disclosure for ALL compensation;
• Includes a new Compensation Disclosure & Analysis (CD&A) which becomes part of the CEO’s and CFO’s Sarbox Certification stating that there are no material misstatements or material omissions in the disclosures.
• Requires disclosure for ALL compensation;
• Includes a new Compensation Disclosure & Analysis (CD&A) which becomes part of the CEO’s and CFO’s Sarbox Certification stating that there are no material misstatements or material omissions in the disclosures.
Why The Change?Why The Change? Why The Change?Why The Change?
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
“You know what we mean by executive compensation… so don’t play games
anymore…”
The new requirements are “principles-based” rather than “rules-based”…
“You know what we mean by executive compensation… so don’t play games
anymore…”
The new requirements are “principles-based” rather than “rules-based”…
“Principles matter.” – John White, SEC Director of Corporation Finance, September 2006
“Principles matter.” – John White, SEC Director of Corporation Finance, September 2006
2006 final rule makes a major statement to corporate executives that the games must
STOP!
2006 final rule makes a major statement to corporate executives that the games must
STOP!
Why The Change?Why The Change? Why The Change?Why The Change?
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
When Will You See The Changes?When Will You See The Changes?
2006 final rule is effective for all companies with fiscal years ending on or after 12/15/06.
When Will You See The Changes?When Will You See The Changes?
2006 final rule is effective for all companies with fiscal years ending on or after 12/15/06.
Proxy statements issued in 2007 will reflect the new format.
Since most companies will not modify prior periods reported, it will take three years to get all the information to be on a comparable basis.
Proxy statements issued in 2007 will reflect the new format.
Since most companies will not modify prior periods reported, it will take three years to get all the information to be on a comparable basis.
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
What Changes Will You See?What Changes Will You See?
•Compensation Discussion & Analysis “CD&A”
•Expanded Tabular Format
What Changes Will You See?What Changes Will You See?
•Compensation Discussion & Analysis “CD&A”
•Expanded Tabular Format
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
What Changes Will You See?What Changes Will You See?What Changes Will You See?What Changes Will You See?
Compensation Discussion & Analysis “CD&A” Replaces the Compensation Committee ReportCompensation Discussion & Analysis “CD&A”
Replaces the Compensation Committee Report
• Details the objectives of the company’s compensation programs;
• What the programs are designed to reward;
• Explains each element of compensation;
• Why the company chooses to pay each element;
• Discloses how the company determines the amount (ie., the formula) for each element to pay; and
• Discusses how each compensation element and the company’s decisions regarding that element fit the overall compensation objectives and affect decisions regarding other elements.
• Details the objectives of the company’s compensation programs;
• What the programs are designed to reward;
• Explains each element of compensation;
• Why the company chooses to pay each element;
• Discloses how the company determines the amount (ie., the formula) for each element to pay; and
• Discusses how each compensation element and the company’s decisions regarding that element fit the overall compensation objectives and affect decisions regarding other elements.
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
What Changes Will You See?What Changes Will You See?What Changes Will You See?What Changes Will You See?
Compensation Discussion & Analysis “CD&A” Replaces the Compensation Committee ReportCompensation Discussion & Analysis “CD&A”
Replaces the Compensation Committee Report
• Details the objectives of the company’s compensation programs;
• What the programs are designed to reward;
• Explains each element of compensation;
• Why the company chooses to pay each element;
• Discloses how the company determines the amount (ie., the formula) for each element to pay; and
• Discusses how each compensation element and the company’s decisions regarding that element fit the overall compensation objectives and affect decisions regarding other elements.
• Details the objectives of the company’s compensation programs;
• What the programs are designed to reward;
• Explains each element of compensation;
• Why the company chooses to pay each element;
• Discloses how the company determines the amount (ie., the formula) for each element to pay; and
• Discusses how each compensation element and the company’s decisions regarding that element fit the overall compensation objectives and affect decisions regarding other elements.
Which narrative Which narrative document was document was
the CD&A the CD&A modeled after?modeled after?
Which narrative Which narrative document was document was
the CD&A the CD&A modeled after?modeled after?
The MD&A The MD&A in in
the 10-Kthe 10-K
““If it is material, it must If it is material, it must be discussed.”be discussed.”
The MD&A The MD&A in in
the 10-Kthe 10-K
““If it is material, it must If it is material, it must be discussed.”be discussed.”
....
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
What Changes Will You See?What Changes Will You See?
Expanded Tabular Format
What Changes Will You See?What Changes Will You See?
Expanded Tabular Format
Disclosure of Compensation over the last three years: • Summary Compensation Table
Disclosure of Outstanding Equity Interests: • Grants of Plan-Based Awards Table• Outstanding Equity Awards at FYE Table• Option Exercises and Stock Vested Table
Disclosure of Retirement Benefits: • Pension Benefits Table• Non-Qualified Deferred Compensation Table
•Disclosure of Director Compensation and Related Party
Transactions• Director Compensation Table• Related Party Transaction Narrative
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
Named Executive Officers (NEOs):
•Two persons who served as PFO and PEO during the last fiscal year
• Three most highly compensated executive officers (other than PEO or PFO) who wereserving as executives at the end of the last fiscal year; and
•Up to two additional executives who served during, but not at the end of, the fiscal year, with total comp higher than those executive officers described above.
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
Effective for fiscal years ending after 12/15/06,
but restatement of prior years is not required; ‘05 and ‘04 values may not
be comparable
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
All compensation and bonuses (valued in $),
paid and deferred. Deferred compensation detail disclosed in notes
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
Contrary to prior years, 2006 awards must
include all dividends earned; whether paid or
not. Look for material disclosures in notes.
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
All awards (including restricted stock, phantom
stock, etc) valued at grant date fair value;
cross-referenced to 10-K and FAS 123(R)
discussion
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Caution! Full Grant Date Fair Value for stock awards is inconsistent with the value
reported in the co.’s financial statementsYTD Compensation may seem
overstated; Not consistent with the presentation of non-equity incentive plan compensation
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
Look for explanatory disclosures by
companies that think these inconsistencies
may mislead the users of the financial statements.
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Caution! Full Grant Date Fair Value for stock awards is inconsistent with the value
reported in the co.’s financial statementsYTD Compensation may seem
overstated; Not consistent with the presentation of non-equity incentive plan compensation
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
The dollar value of all amounts earned during the fiscal year from non-equity incentive plans.
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
Includes all awards from incentive plans except those that are equity-based (stock awards, option awards, etc) whether or not cash
payment is actually made in that year.
Reporting is based on the year that the
executive was awarded the compensation – not
when it was actually received
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Also includes earnings on nonqualified deferred compensation. The rate
at which obligation grows annually must also be disclosed in the notes.
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
Aggregate increase in actuarial value of all defined benefit and
actuarial plans accrued during the year.
Using same measurement dates for
financial reporting purposes.
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Caution! Negative changes in actuarial value
should be disclosed and discussed in the notes, but not included in the table.
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus
($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compen-sation
($)
(g)
Change in
Pension Value and
Nonquali-fied
Deferred Compen-
sation Earnings
($)
(h)
All other Compensa-
tion($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
Each item included in All Other Compensation that exceeds $10,000 must
be disclosed and quantified in a footnote.
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Perquisites (Perks) and Other Personal Benefits
Not directly and integrally related to the job.
Conveys a benefit not generally available to all employees of the
company.
Includes amounts paid or accrued per termination
agreement
Includes company contributions to defined
benefit contribution plans
Includes the dollar value of any dividends paid on stock or option awards
not factored into the reported grant date fair
value.
Name and Principal Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock Awards
($)
(e)
Non-Equity
Incentive Plan
Compensation
($)
(g)
Change in Pension
Value and Nonqualified Deferred Compensa
tion Earnings
($)
(h)
All other Compensati
on($)
(i)
Total($)
(j)
Principal Executive Officer
200620052004
Principal Financial Officer
Executive A
Executive B
Executive C
The sum of all values reported in columns (a)
through (i).
SUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLESUMMARY COMPENSATION TABLE
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Other Tabular Presentations and DisclosuresOther Tabular Presentations and DisclosuresOther Tabular Presentations and DisclosuresOther Tabular Presentations and Disclosures
Disclosure of Outstanding Equity Interests:
• Grants of Plan-Based Awards Table
• Outstanding Equity Awards at FYE Table
• Option Exercises and Stock Vested Table
Disclosure of Retirement Benefits:
• Pension Benefits Table
• Non-Qualified Deferred Compensation Table
•Disclosure of Director Compensation and Related Party
Transactions
• Director Compensation Table
• Related Party Transaction Narrative
Which of these Which of these tables are tables are completely completely
new?new?
Which of these Which of these tables are tables are completely completely
new?new? All are “essentially All are “essentially new”... Some names are new”... Some names are similar but similar but definitions aredefinitions arenew.new.
All are “essentially All are “essentially new”... Some names are new”... Some names are similar but similar but definitions aredefinitions arenew.new.
....
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Outstanding Equity InterestsDisclosure of Outstanding Equity Interests
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Outstanding Equity InterestsDisclosure of Outstanding Equity Interests
Grants of Plan-Based Awards TableGrants of Plan-Based Awards TableGrants of Plan-Based Awards TableGrants of Plan-Based Awards Table
Name
(a)
Grant Date
(b)
Threshold($)
(c)
Target($)
(d)
Maximum($)
(e)
Threshold($)
(f)
Target($)
(g)
Maximum($)
(h)
All Other Stock
Awards: Number of Shares of Stock or
Units(#)
(i)
All Other Stock
Awards: Number of Securities Underlying
Options(#)
(j)
Exercise or Base Price of Option Awards($/Sh)
(k)Principal Executive OfficerPrincipal Financial OfficerExecutive AExecutive BExecutive C
Estimated Future Payouts Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts Under Equity Incentive Plan
Awards
Classifies awards as (1) an equity or non-equity award, and (2) performance incentive plan or non-incentive based (ie, tenure status).A supplemental column next to Grant Date column is required if the FAS 123R grant date is different from the grant date (the date on which the compensation committee took action).
Add’l column and footnote needed if the exercise price is less than closing market price of the underlying stock on the FAS 123(R) grant date.
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Outstanding Equity InterestsDisclosure of Outstanding Equity Interests
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Outstanding Equity InterestsDisclosure of Outstanding Equity Interests
Outstanding Equity Awards at Fiscal Year-Outstanding Equity Awards at Fiscal Year-EndEnd
Outstanding Equity Awards at Fiscal Year-Outstanding Equity Awards at Fiscal Year-EndEnd
Name
(a)
Number of Securities Underlying
Unexercised Options
(#)Exercisable
(b)
Number of Securities Underlying
Unexercised Options
(#)Unexerc.
(c)
Equity Incentive
Plan Awards: Number of Securities Underlying
Unexercised Unearned Options
(#)
(d)
Option Exercise
Price($)
(e)
Option Exercise
Date
(f)
Number of Shares or Units of Stock
That Have Not
Vested(#)
(g)
Market Value of shares or s or Units of Stock
That Have Not
Vested($)
(h)
Equity Incentive
Plan Awards: Number of Unearned
Shares, Units or Other
Rights That Have Not Vested
(#)
(i)
Equity Incentive Plan
Awards: Market or
Payout Value of Unearned Shares, Units
or Other Rights That Have Not Vested
($)
(j)
Principal Executive Officer
Principal Financial Officer
Executive A
Executive B
Executive C
Option Awards Stock Awards
mmm
Instead of disclosing awards on an aggregate basis, all awards held by NEOs must be reported. Multiple awards are aggregated only when the expiration date and the exercise price are identical. Options must be presented on a grant-by-grant basis. The aggregate value and the number of shares subject to outstanding stock awards and Equity Incentive Plan Awards may be reported on a single line.
Outstanding Equity Awards at Fiscal Year-Outstanding Equity Awards at Fiscal Year-EndEnd
Outstanding Equity Awards at Fiscal Year-Outstanding Equity Awards at Fiscal Year-EndEnd
Name
(a)
Number of Securities Underlying
Unexercised Options
(#)Exercisable
(b)
Number of Securities Underlying
Unexercised Options
(#)Unexerc.
(c)
Equity Incentive
Plan Awards: Number of Securities Underlying
Unexercised Unearned Options
(#)
(d)
Option Exercise
Price($)
(e)
Option Exercise
Date
(f)
Number of Shares or Units of Stock
That Have Not
Vested(#)
(g)
Market Value of
s or Units of Stock
That Have Not
Vested($)
(h)
Equity Incentive
Plan Awards: Number of Unearned
Shares, Units or Other
Rights That Have Not Vested
(#)
(i)
Equity Incentive Plan
Awards: Market or
Payout Value of Unearned Shares, Units
or Other Rights That Have Not Vested
($)
(j)
Principal Executive Officer
Principal Financial Officer
Executive A
Executive B
Executive C
Option Awards Stock Awards
mmm
Specific footnote disclosure is required: (1) Explain the vesting dates for options, other stock awards (such as restricted stock) and awards under incentive plans; (2) Explain the nature of a transfer when an award is transferred by the NEO other than “for value”.
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Outstanding Equity InterestsDisclosure of Outstanding Equity Interests
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Outstanding Equity InterestsDisclosure of Outstanding Equity Interests
Name
(a)
Number of Shares
Acquired On
Exercise(#)
(b)
Value Realized
on Exercise
($)
(c)
Number of Shares
Acquired On
Exercise(#)
(b)
Value Realized
on Exercise
($)
(c)Principal Executive OfficerPrincipal Financial Officer
Executive A
Executive B
Executive C
Option Awards Stock Awards
Option Exercises and Stock Vested TableOption Exercises and Stock Vested TableOption Exercises and Stock Vested TableOption Exercises and Stock Vested Table
Discloses each NEO’s options exercised and other types of equity awards that vested during the year (restricted stock, or restricted stock units).
Footnotes to this table must include the values and the terms of any amount deferred upon exercise of an option or vesting of a stock award.
Discloses each NEO’s options exercised and other types of equity awards that vested during the year (restricted stock, or restricted stock units).
Footnotes to this table must include the values and the terms of any amount deferred upon exercise of an option or vesting of a stock award.
Shows amounts realized on equity compensation during the last fiscal year.
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Outstanding Equity InterestsDisclosure of Outstanding Equity Interests
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Outstanding Equity InterestsDisclosure of Outstanding Equity Interests
Name and Principal Position
(a)
Plan Name
(b)
Number of Years
Credited Service
(#)
(c)
Present Value of
Accumulated Benefit
($)
(d)
Payments During Last Fiscal Year
($)
(e)Principal Executive OfficerPrincipal Financial OfficerExecutive AExecutive BExecutive C
Pension Benefits TablePension Benefits TablePension Benefits TablePension Benefits TablePension Benefits includes Supplemental Executive Retirement Plans (SERPS) in addition to traditional pension plans, but does not require disclosure of defined contribution plans, such as 401(k) plans.
The values are computed as of the pension plan measurement date, for financial statement reporting purposes, of the company’s last completed fiscal year.
A separate row must be included in the table for each different plan in which the NEO participates.
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Retirement BenefitsDisclosure of Retirement Benefits
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Retirement BenefitsDisclosure of Retirement Benefits
Name
Executive Contributions
in Last FY($)
(b)
Registrant Contributions
in Last FY($)
(c)
Aggregate Earnings in
Last FY($)
(d)
Aggregate Withdrawals/Distributions
($)
(e)
Aggregate Balance at Last FYE
($)
(f)
Principal Executive OfficerPrincipal Financial OfficerExecutive AExecutive BExecutive C
Non-Qualified Deferred CompensationNon-Qualified Deferred CompensationNon-Qualified Deferred CompensationNon-Qualified Deferred Compensation
In some cases, portions of “contributions” and “earnings” may also be reported on the same year’s Summary Compensation Table. In these cases, a footnote is required.
Similarly, a footnote is required for portions of the “aggregate balance” entry that had been reported on the Summary Compensation Table for the NEO in prior years.
Additional footnotes are required to explain the nature of certain deferred compensation arrangements.
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Retirement BenefitsDisclosure of Retirement Benefits
Executive Compensation in Proxy Executive Compensation in Proxy StatementsStatements
Disclosure of Retirement BenefitsDisclosure of Retirement Benefits
Executive Compensation in Proxy Executive Compensation in Proxy
StatementsStatements Disclosure of Director Compensation and Related
Party Transactions
Executive Compensation in Proxy Executive Compensation in Proxy
StatementsStatements Disclosure of Director Compensation and Related
Party Transactions
Director Compensation TableDirector Compensation TableDirector Compensation TableDirector Compensation Table
Director Name
Fees Earned or
Paid in Cash($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
Change in Pension Value and Non-
Qualified Deferred Compensation
Earnings ($)
All Other Compensation
($)Total($)
A
B
C
D
E
•Only compensation for last fiscal year is required•Directors may be listed in single row if all elements of compensation are identical•Footnote for each director required showing aggregate number of stock awards and aggregate number of option awards outstanding at FYE
“All Other Compensation” example:•Perks and personal benefits (for aggregate greater than $10,000)•Consulting fees•Director legacy programs and charitable awards
What do these two men What do these two men have in common?have in common?
What do these two men What do these two men have in common?have in common?
Both are wearing red tiesBoth are wearing red ties
Both are wearing white shirts and black jacketsBoth are wearing white shirts and black jackets
Both have high foreheads and strong chinsBoth have high foreheads and strong chins
Both have great looking hair...Both have great looking hair...
Both are wearing red tiesBoth are wearing red ties
Both are wearing white shirts and black jacketsBoth are wearing white shirts and black jackets
Both have high foreheads and strong chinsBoth have high foreheads and strong chins
Both have great looking hair...Both have great looking hair...
Both have brought “music to the ears” of Both have brought “music to the ears” of analysts who are wrestling with the puzzle of analysts who are wrestling with the puzzle of
executive compensationexecutive compensation
Both have brought “music to the ears” of Both have brought “music to the ears” of analysts who are wrestling with the puzzle of analysts who are wrestling with the puzzle of
executive compensationexecutive compensation
2007... A different look to the proxies... 2007... A different look to the proxies... 2007... A different look to the proxies... 2007... A different look to the proxies...
A reason for investors to celebrate... A reason for investors to celebrate... So many new parts of the puzzle to study... So many new parts of the puzzle to study...
ExecutiveIncentive
s
Stock Options
Perks: Flowers,
Jewelry, Cars, Apartments
Retirement Plans
Executive Compensation Executive Compensation Reporting in Proxy StatementsReporting in Proxy Statements
Executive Compensation Executive Compensation Reporting in Proxy StatementsReporting in Proxy StatementsU.S. SEC August 11, 2006 Final RulingU.S. SEC August 11, 2006 Final Ruling
““Celebrating the harmony and Celebrating the harmony and melodies of financial reporting”melodies of financial reporting”
Christopher Cox US SEC Chairman
Christopher Cox US SEC Chairman
Ludwig van Beethoven
German Composer 1770-1827
Ludwig van Beethoven
German Composer 1770-1827