The Associated Press


Saturday, May 2, 2009; 12:54 PM

 NEW YORK -- The Securities and Exchange Commission is considering
changing a formula that critics say often allows public companies to
low-ball in regulatory filings just how much top executives are paid.

At issue is how companies report in a summary compensation table
found in their annual proxy statements the totals for stock options and
stock awards, which often make up most of top executives' pay.

When the rules were last revised three years ago, the SEC directed
companies to include a figure that is based only on how much of a
charge against earnings is taken each year for the portion of those
awards that vested during the year.

Take the case of a company that decided the CEO deserves $10 million
worth of stock options. But the company would only have to include
one-fourth of that amount in the summary table if the award was
structured to vest in equal installments over four years.

Executive pay experts say a better gauge of what boards of directors
consider when setting pay levels is the estimated present value of all
stock-based awards on the day they are granted. But the 2006 SEC rules
relegated those totals to a separate table lower in the proxy statement
that investors often overlook or find hard to decipher.

The Associated Press and other news organizations don't rely on the
total pay figures reported by companies in the summary compensation
table for those reasons.

SEC Chairman Mary Schapiro said in an interview on Tuesday that an
executive pay formula review may be part of a broader rethinking of the
agency's compensation disclosure requirements.

Other changes Schapiro, who was picked by President Obama and took over the SEC in January, said the SEC is considering:

_ Requiring companies to spell out in greater detail how their
board's manage risk _ ranging from financial issues to climate change _
and how risk affects the setting of compensation, Schapiro said.

"Shareholders generally deserve greater clarity about how
compensation plans have been designed, how they relate to risk taking
and how they relate to longer-term performance," she said.

_ Bolstering required disclosures relating to benchmarking _ how
companies' pay practice compare to those of competitors _ and the
qualifications of directors.

_ Expanding disclosure about how companies pay employees outside the
top five now listed in proxy statements. While individuals wouldn't be
named, companies may be ordered to reveal more about things like the
structure of their bonus programs for the broader work force.

For more information on SEC Proposed changes to Proxy Disclosure rules.

Posted by Dan Walter

Performensation: Equity Compensation for High Performance Companies.