When a board’s compensation committee decides on executive pay, directors can be between a rock and a hard place. Activist shareholders may vote against generous executive compensation packages they feel are not merited, yet attractive pay can be a tool to attract needed talent in an increasingly competitive and global marketplace.
As debates continue on the proper levels of compensation and its regulation, directors need to educate themselves on the best practices and current trends to create packages that are acceptable to both shareholders and executives, while advancing the goals of the company.
We see headlines daily about executive and director compensation. The recent decision of the board of Indian company Tata Consultancy Services’ to increase their CEO’s annual compensation by 67 percent, for example, recently earned a Wall Street Journal headline.
In addition to focused media attention, there are new regulations around compensation. In March of this year, the Securities and Exchange Commission proposed a rule that would require certain financial institutions to disclose the structure of their incentive-based compensation practices. The rule would also prohibit the same institutions from issuing compensation packages that encourage inappropriate risk taking.
How can directors make the best decisions about compensation packages—both for executives and directors? One of the best ways is by looking at best practices and talking to other experienced directors and expert advisors about not only the right mix of equity and cash, but also performance metrics and how to communicate with shareholders about pay packages.
This year’s annual NACD Board Leadership Conference in Washington, DC from October 2-4, will feature a Compensation Committee Forum led by compensation experts from Pearl Meyer & Partners to provide in depth guidance for compensation committees. Attendees will discuss the latest challenges and strategies around executive compensation packages. Additionally, those in attendance will gain expert advice on communication strategies so that company talent is retained and shareholders and C-suites are satisfied.
Confidence in the economy is a broad topic to discuss. Just as one area starts to show positive growth, the world is shaken by a different downturn or disaster. In an article last month in the New York Times, economist Paul Krugman discussed the increased complexity of the current economy, compared to the months following the most recent financial crisis. In late 2008, the world’s collective attention was on the falling stock market. Today, there are many areas contributing to overall economic confidence: inflation, employment, oil prices and so forth. As Krugman notes, “we’re living in a world that is characterized not so much by the sum of all fears as by some of all fears.”
NACD’s most recent Board Confidence Index (BCI) reflects this conflicted view. In Q2 2011, the Index fell from 64.9 to 63.1, the first time it has dropped since its creation in the autumn of 2010. When asked to characterize the current state of the economy compared to one year ago, directors registered a confidence index of 68, a decrease of five full points since Q1 2011. Directors also feel less confident in the progress made in the short run—looking at changes in conditions over the past quarter, confidence dropped to 59 from 61.
However, the slight decline in confidence is countered with a more optimistic view for the coming months. Just this week, Federal Reserve Chairman Ben Bernanke projected increased growth for the next six months in remarks following the Central Bank’s Beige Book release. According to Bernanke, policymakers will be focused on the labor markets. According to the Q2 2011 BCI, the boardroom agrees. Despite slowed growth, nearly half of corporate directors (43%) plan to expand the workforce in the upcoming quarter. In addition to hiring practices, directors are generally more confident regarding the future. Expectations for the next year stand at an assured 67.
Recently released data from The Conference Board (TCB) echoes the caution seen in the boardroom. Despite higher predictions, TCB’s Consumer Confidence Index fell to 60.8 from a revised 66 in April. Unsurprisingly, American consumers are troubled by the current combination of increased costs for food, the increased cost of oil and the depressed real estate market.
The Board Confidence Index is conducted by NACD in conjunction with Heidrick & Struggles and Pearl Meyer & Partners. Q3 2011 results can be expected in September.
The governance community is waiting for the other shoe to drop. Amid proxy filings and annual meetings, directors are looking to the SEC for final rules on whistleblower provisions, proxy access, and compensation consultant disclosures. The following is a mid-proxy season recap, or “governance by numbers”:
The U.S. Congress finally came to an agreement on the federal budget. This included funding for the SEC, a topic that has been widely discussed.
$1.19 billion: SEC Budget for 2011 fiscal year
$74 million: Increase in budget over 2010 fiscal year
$1.3 billion: 2011 fiscal year allotment for SEC as requested by Dodd-Frank
For the first time, say-on-pay votes are currently being considered at public companies:
90.7%: Average approval from shareholders on say-on-pay votes, according to ISS
5: Number of companies that have failed to win majority support for say-on-pay votes
10%: Percentage of reviewed management proposals that have received a “no” recommendation from ISS and Glass Lewis
Also for the first time, say-on-frequency votes are up for discussion at public companies:
521: Number of companies recommending an annual vote
440: Number of companies recommending a triennial vote
87%: Percentage of shareholder that support an annual vote, according to Pearl Meyer & Partners
32%: Success rate at companies that recommended annual votes, according to ISS