SEC Wants More ‘Meaningful’ Executive Compensation Disclosure

October 11, 2007

Federal regulators are telling companies to provide clearer, more detailed analyses of their executive compensation decisions and avoid repeating unhelpful “boilerplate” in expanded disclosure statements.

After reviewing 350 public companies’ compliance with new disclosure rules, the Securities and Exchange Commission said it asked “a significant number of companies to replace boilerplate discussions … with more specific analysis” of how compensation committees determined executive pay and perks.

While acknowledging that the new disclosure rules have provided investors with a substantial amount of information on executive pay, “far too often meaningful analysis is missing,” John White, the director of the SEC’s division of corporate finance, said during a speech Tuesday in San Francisco at the National Association of Stock Plan Professionals annual conference on executive compensation.

The SEC had the most questions on “performance targets” for individuals that companies used to determine compensation and asked them to explain how the quality of an executive’s performance translates into an objective pay decision.

Corporate performance goals included in the proxies ranged from financial targets such as earnings and sales growth, to strategic goals including increases in market share, according to the review.

The SEC earlier this year began faxing requests for more detailed information to hundreds of companies, including General Electric Co, Schering-Plough Corp. and Prudential Financial Inc.

The government’s initial review also found data presentation is important, including “using plain English.”

“Techniques such as providing an executive summary, or creating tables or charts tailored to a company’s particular executive compensation program, can make the disclosure more useful and meaningful,” according to the review.

The reviews continue, and the specific correspondence with a company will not be released until 45 days after each review is completed, the SEC said.

Since the new disclosure rules started, the Associated Press calculates total pay using the executives’ salary, bonus, incentives, perks, above-market returns on deferred compensation and the estimated value of stock options and awards granted during the year. The AP figures may vary from the total compensation of company’s report.


AP Business Writer Rachel Beck contributed to this report from San Francisco.

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