The Securities and Exchange Commission’s new compensation
disclosure rules are meant to shed light on the details of executive pay, but
there are questions regarding how much detail is too much.
New proxy statements include pages of explanations and
calculations meant to clarify what goes into each component of executive pay.
The table that reveals the amount of accumulated cash in a savings plan is
accompanied by a seven-page breakdown of earnings measures, withdrawal terms and
other details. In addition, there are extensive tables on stock-based
compensation, including details on grants of restricted stock and options.
“Shareholders will run into problems—the language is still
not in layman’s terms,” says Bob McCormick, vice president of proxy research and
operations at Glass Lewis.
Calculating incentive pay is still difficult.
“Some of the tables—especially the outstanding equity awards
tables—are enormous and can be overwhelming,” says Paul Hodgson, senior research
associate at the Corporate Library.
In addition, it’s still hard to distinguish between
short-term and long-term incentives. While restricted stock and options clearly
fall into the latter category and salary and bonus into the first, it’s unclear
what should be made of non-equity-based incentive comp.
It’s obviously cash, but in some cases it’s tied to stock
performance, so it’s classified by Johnson & Johnson, for example, as
long-term pay. To date, however, most new proxies classify this incentive pay as
short-term but don’t explain how it’s different from cash bonuses tied to
performance measures such as earnings, cash flow or some combination
thereof.
The SEC definition is of little help, as it simply
distinguishes this reward as pay based on future performance rather than payment
for past work.
Still, the detail is revealing. It’s simpler to see the value
of stock-based awards and how pay is linked to performance.
“The disclosure of factors for performance-related
compensation used to be split within several areas of the proxy and the 10-K
filing, and now it’s there in one section,” McCormick says.
And for the first time, proxies show how stock option
exercise prices are set. That’s a change, McCormick says, that was driven by
concerns about backdating.
On the other hand, finding the “true” total of an executive’s
pay in a given year remains a problem. Do options that can’t be exercised for a
number of years count as pay when granted? They have a value, according to the
Black-Scholes valuation model, and it’s included in the proxy. And what about
deferred compensation or additions to retirement plans?
Some observers say that methodology may seem to understate
the amount an executive makes in a given year.
“There’s some confusion when it comes to which total we’re
supposed to use,” Hodgson says.
So in the end, how much pay top executives earn in a given
year may depend on who is doing the analysis.
“My approach is and always has been to focus on what went
into an executive’s pocket during the year,” Hodgson says. “I’m interested in
how much they made, not the estimated valuations of stock
options.”
For that reason, he pays special attention to charts that
include perks lumped together under “all other compensation” and describes these
disclosures as “a potential flash point for critics who question the value of
extras when executives are already collecting a large salary.”
So even if the new proxy disclosures don’t make for easy
comparisons, consultants still are pleased to have them.
“Whether you’re concerned with true salary, stock-based
compensation or retirement benefits,” McCormick says, “it’s all pretty clearly
delineated.”
Filed by Darla Mercado of Financial Week, a sister
publication of Workforce Management. To comment, e-mail
editors@workforce.com.