Thursday, June 10, 2010

Important Steps to Take Now to Keep Your Key Talent

The first quarter of 2010 is completed and signs of economic recovery are popping up like May flowers. Of course the improving economy also means that recruiting and headhunting activity is picking up, requiring a careful assessment of your compensation programs for executive management and other key employees.

Have you taken the steps to ensure that the talent who led you through the downturn, and continues to give you 110%, is rewarded and retained for the future? Here are seven steps to consider taking now, so that you do not lose your most valued employees:

1. Conduct a comprehensive review of pay packages
New proxy data is now available from publicly-traded organizations for their 5 most-highly paid executive employees (including CEO's and CFO's). In 2009, companies placed a greater focus on reducing risk in compensation programs. The focus on risk, combined with legislative limitations on the use of equity, resulted in notably different approaches to base salaries, cash incentives and equity compensation from prior years.

2. Re-assess your compensation benchmarking peer-group
Is the peer group you used for compensation benchmarking purposes still relevant? If you have adjusted your peer group used to benchmark financial performance, you may want to apply a similar examination to peers used to benchmark compensation. For financial institutions TARP regulations dramatically altered pay practices and peers should be reconsidered in light of your participation in TARP. Regardless of TARP impact, a number of companies failed, or were acquired in 2009, resulting in a loss of peer group members. New additions to replace lost peers should be considered and incorporated. Peers with notably different performance results in the past year (either greater or lower) should also be discussed and possibly replaced with more relevant peers.

3. Conduct a formal risk analysis
If you have not completed a formal risk analysis, or conducted a limited analysis focusing solely on short-term incentives, it may be an appropriate time to conduct a comprehensive analysis of risk in compensation. Such an analysis would cover the full range of compensation from base salary practices to post-termination payments and retirement programs.

4. Carefully examine retention components of pay and long-term compensation
Take a look at your use of equity or cash-based long-term retention programs. If you do not use equity, now may be the perfect opportunity to implement a stock-based compensation program to motivate and retain key employees. With stock prices at low levels the expense associated with these programs is low while the opportunity and reward is high. If you do have equity programs in place, it may be critical to examine award levels and risk mitigation features of these programs.

5. Review your annual cash-incentive programs
Did your incentive annual cash incentive programs align properly with the performance of your organization? Is your plan designed to differentiate between high and low performers and compensate accordingly? Does your payout timing align with your risk horizons? Are you preventing short-term payouts on long-term risk periods? It may be the right time to make adjustments in annual cash-incentive programs to both decrease your risk exposure while increasing the effectiveness of the plans.

6. Consider implementing ownership requirements or holding requirements on equity awards
If you do not have formalized ownership requirements or holding requirements on equity, now is a good time to consider such policies. Such policies serve to reduce risk taking through a focus on long-term success while also aligning shareholder and management interests.

7. Examine your Board of Director compensation
Over the past few years the responsibility of Directors and the time spent on board responsibilities has increased, while Director compensation remained relatively stagnant (and is some cases decreased) due to the economic downturn. The improving economy and corporate performance results make this an appropriate time to examine your director compensation levels to ensure the are fair and reasonable in consideration of the time spent by board members and the increasing responsibilities placed on their shoulders.

Contact CompWiser Consulting
CompWiser provides a complete suite of compensation consulting and related services, from a custom compensation risk analysis to salary benchmarketing and the creation of formal salary structures and administration policies. Visit details.

CompWiser Consulting
San Francisco, CA
phone: 415.894.5556

Friday, January 8, 2010

Risky Business - More Than Just a Tom Cruise Movie

It seems that every new proxy season brings with it a renewed focus on compensation issues, and more specifically, executive compensation issues. Last year the focus was on the connection between pay and performance, with the Securities and Exchange Commission (SEC) sending out comment letters to public companies demanding more disclosure on performance metrics. This year, with the financial services industry in a tailspin (along with the rest of the economy), the focus has turned to the risk on a company's long term viability and success brought on by compensation practices, policies and programs. 

The new rules for public company proxy disclosures emphasize this increased attention to risk through requirements that all compensation programs be reviewed for risk.  The review applies not just to executive officer programs, but to all compensation programs. Any compensation programs which may be “reasonably likely to have a material adverse effect” on the ongoing viability of an organization must be disclosed and discussed in the proxy. In addition, the FDIC may be considering imposing higher premiums for deposit insurance upon those financial institutions who engage in risky compensation practices.

In anticipation of the need for organization's to assess compensation risk, a number of consulting and legal firms have presented issues to consider and approaches to take when conducting a compensation risk analysis. I expect that we will continue to see more of these discussions in the coming weeks. Unfortunately, as many of these advisors note, a risk analysis is not a "one size fits all" proposition.

Each organization will have unique characteristics to consider when reviewing its programs to determine which, if any, present the risk of a material adverse effect on the viability of their company. To complicate matters further, certain practices and policies, while not necessarily excessively risky on their own, may present a risk when reviewed within the context of other practices and policies currently in effect at the organization.

Although each risk analysis will be unique, I thought I would touch on some of the basic issues I believe an organization should consider when conducting such a review. I will break the issues down by focusing the discussion to each of the various compensation components, and then expanding the discussion to address compensation as a whole. The first of the compensation components is often considered the most simple and basic, base salary. As basic as it may be, there are definitely areas related to base salary programs that may place the organization at risk.

Base Salary
What is the primary purpose of base salary payments? In discussions with a number of clients the following items have been identified as the purpose of base salary payments:
  • to provide a guaranteed level of compensation
  • to attract and retain talent
  • to recognize the experience and education required for position
  • to recognize the importance of the position to the ongoing success of the organization
In consideration of these purposes, how does base salary present a risk to the organization and what should be examined with respect to base salary practices? The first concern is that base pay is a guaranteed level of compensation. Therefore, base pay does not vary with the performance of the organization, and is considered a "fixed" compensation expense (along with allowances, perquisites and other forms of non-variable compensation). It is important for a company to carefully monitor its fixed compensation expenses and ensure that these expenses stay within reason. Excessive fixed compensation expenses may present a material adverse effect and significant risk.

Note that the last three bullets presented above relate to the attraction, retention and recognition of employee talent. Base salaries, because of their guaranteed nature, are critical to employees. In the context of the current economy with corporations typically failing to achieve those goals set over the past year, base salary often becomes the total compensation package.

In volatile periods, employees focus on compensation they can trust will be delivered. As a result, comparisons of the competitiveness of base salary to market become more meaningful. Plans with below-market base salaries tempered by above market incentive components often lose their appeal to employees.

Employees in roles key to the success of an organization pose the greatest danger to long term organizational viability if base pay is poorly managed. Even in times when the job market is weak, employees with highly desirable and difficult to find skills may more easily find employment elsewhere. A couple of examples come to mind. Positions tied to loan recovery/workout and risk management in financial organizations have been highly recruited in the past year. The same may be said for guru development talent in a software firm, or high-level sales talent with proven track records. Despite the poor economy, employees with certain key talents and experience will be sought after. In some cases, it is the poor economy that drives the demand.

Mitigating Risks Linked to Base Salary
So in light of the recognition that base salary, despite being the most basic of compensation forms, still carries risk, what might you do to minimize your exposure? What processes or practices mitigate these risks and make them less likely to pose a material adverse effect to the organization?

With respect to the risk associated with the expense of base salary as a whole, an annual comparative assessment may be a worthwhile practice. A comparative analysis of base salary expense in terms of comparing levels to organizations similar to your own is useful in determining if base pay is excessive. One common metric is to examine payroll expense as a percentage of revenue. Of course this does not necessarily work for start-up organizations, or other pre-revenue companies. These sorts of organizations may want to examine average or median base salary per employee to see if an issue exists with respect to base pay compensation for the organization as a whole.

If base salary expense ratios run high or low compared to peers, it may point to a number of issues to consider before placing the blame on base pay levels. Companies need to review staffing and structure. Is the organization top heavy or perhaps too light in management staffing? Is each functional area, sales, finance, development, etc. appropriately staffed to meet the demands of the business and the strategic goals? If structure and staffing considerations fail to account for the discrepancy in salary expense, out of alignment base salary levels are a likely culprit.
Examining the total of base salary expense and making certain base pay expenses are within reason is only the first base pay risk consideration.  Losing key employees or finding your voluntary turnover rate to be high in comparison to other peer organizations is an indication that something may be amiss at the individual job/employee level. In a weak job market it would be quite surprising to see increases in voluntary turnover. 

To address the issue on a job-by-job basis, salary market benchmarking is in order. Conducting a formal base salary market analysis will identify employees with base salaries out of alignment with market and with your compensation philosophy. A formally defined salary structure, with pay ranges primarily based on market benchmarking is another useful tool to identify employees receiving base salaries out of alignment and non-competitive to market.

Such an analysis should be done in conjunction with an assessment of the job's internal worth to the organization. An internal worth assessment will assist with the identification of key roles in the organization. Once the job market recovers and salaries begin changing more rapidly, benchmarking for these key positions may need to be done semi-annually to ensure you maintain the market competitiveness of base salary levels. 

As noted earlier, base salary is just one piece of the compensation pie. In relation to executive employees and sales employees, it often is the smallest portion of the entire compensation package. Best practices in the management and administration of base pay go far in addressing and minimizing the risks associated with this form of compensation.

A more complex and risky aspect of compensation involves the design and implementation of incentive programs, both short-term and long-term. In my next post, I will discuss issues and concerns to consider with respect to short-term incentive plans (plans with an annual or shorter measurement and payout timeframe). Short-term incentive compensation programs due to the nature of their timing present a likely source of risk and therefore require thorough scrutiny when conducting a compensation risk analysis.

Contact CompWiser Consulting
CompWiser provides a complete suite of compensation consulting and related services, from a custom compensation risk analysis to salary benchmarketing and the creation of formal salary structures and administration policies. Visit for details.

CompWiser Consulting
San Francisco, CA

phone: 415.894.5556

Thursday, December 17, 2009

A Holiday Present from the SEC - New Proxy Disclosure Rules!


The Securities and Exchange Commission (SEC) voted 4-to-1 yesterday to approve revisions to the proxy disclosure requirements for publicly-traded organizations. With only minor revisions to the proposed changes presented back in July, these new requirements apply to companies filing proxies on or after February 28, 2010. Companies with fiscal years ending on or after December 20, 2009 and a proxy filed on or after February 28, 2010 will need to begin preparations to meet these new requirements. A summary of key provisions is presented below.

Compensation Risk Disclosure Going forward, companies will be required to discuss compensation policies and practices for all employees if such policies and practices create excessive risk. The rule was modified from the original proposal for a disclosure requirement on all policies and practices which “may have a material effect” be disclosed to one in which only policies and practices “reasonably likely to have a material adverse effect” need be disclosed and discussed. The “reasonably likely” disclosure threshold parallels the requirement applied to the discussion of risk material to the business in your 10-K filing. A few things of note related to the risk disclosure:
  • The disclosure will not be placed in the CD&A as originally proposed, but should be presented as a separate item in a company’s executive compensation disclosure.
    The disclosure assumes that an analysis/assessment of compensation risk has been undertaken by the company.
  • The requirement builds upon, and expands, the original requirement placed on TARP participants in the spring of 2009 for such an assessment to be conducted with respect to compensation for Senior Executive Officers.
  • Smaller reporting companies will not be required to provide this disclosure.
  • The SEC provided the following five examples of the type of policies and practices that could trigger disclosure. Careful attention should be paid to compensation policies and practices:
  1. At a business unit of the company that carries a significant portion of the company’s risk profile;
  2. At a business unit with compensation structured significantly differently than other units within the company;
  3. At a business unit that is significantly more profitable than others within the company;
  4. At a business unit where the compensation expense is a significant percentage of the unit’s revenues; and
  5. That vary significantly from the overall risk and reward structure of the company, such as when bonuses are awarded upon accomplishment of a task, while the income and risk to the company from the task extend over a significantly longer period of time.
Modifications to the Reporting of Equity Compensation – One of the more debated requirements in the disclosure rules implemented in August 2006 was the manner in which equity compensation was required to be presented. In 2006, the SEC required companies to disclose the annual expense of equity for the year applicable to the year of cash compensation disclosure. Because most awards vest over a period of multiple years, and expense is distributed throughout the vesting period, a single year’s expense attribution often represented multiple years of grants. Adding to the confusion was the requirement that performance awards be reported at the amounts payable for maximum performance, a scenario that was rarely achieved over the past two years.
The SEC attempted to address both of these issues with the new requirements. Under the new rules, companies will be required to report stock and option awards in the Summary and the Director Compensation Tables as the aggregate grant date fair value of the award. This is a return to the manner in which equity compensation was disclosed prior to August 2006.
In addition, performance-based awards will now be reported on the basis of the most probable outcome of the performance requirement, not the maximum possible (unless of course the maximum happens to be the most probable outcome). The determination should be made on the date of the grant and should parallel the number of options/shares/units accounted for when determining the expense of the award for accounting purposes.
Additional considerations to keep in mind regarding equity compensation disclosure:

  • Values of equity awards will need to be recalculated for the prior years when presenting the three-year history of compensation in the Summary Compensation Table (SCT).
  • Although the equity values will need to be recalculated, a re-examination and identification of Named Executive Officers (NEOs) for those prior years will not be required and may stay the same.
  • Due to the changes in the reporting of equity awards, companies with large one-time awards to officers (such as a new-hire award, promotional award, or bonus award) should be careful when identifying the NEOs for 2009. This also applies to companies with an award schedule involving large awards granted every third year rather than ongoing annual awards. Such a schedule would impact the determination of NEOs and provide greater variability in NEO identification from year-to-year.
  • Although the requirement for disclosing the value of performance awards is based on the most probable outcome, companies will still need to provide information on the maximum value in footnotes to the SCT if that probable outcome is below maximum opportunity.
Independence of Compensation Consultants The SEC provided more detailed guidance on issues of concern with respect to the independence of compensation consultants and potential conflicts of interest. Companies will now be required to provide detailed information regarding the compensation consultant if the following is true:
  • If a compensation consultant engaged by the Board or Compensation Committee provides additional services (either directly or via an affiliate) to the company in an amount greater than $120,000 during the fiscal year.
  • If a compensation consultant (and affiliate) engaged by the company provides executive compensation consulting services and additional services to the company in an amount greater than $120,000 during the fiscal year.
  • The compensation consultant engaged by the company is excluded from this requirement should the Board and/or Compensation Committee retain its own non-affiliated compensation consultant.
  • Services involving broad-based non-discriminatory plans or the provision of information, such as a general industry compensation benchmarking, will not be treated as "executive compensation consulting services" for application of this requirement.
Should disclosure be required, the fees should be disclosed along with details on whether the decision to engage the consultant (and/or affiliate) to conduct non-compensation related work was made or recommended by management. The disclosure should also comment on any board approval connected to the decision.

Expanded Disclosure on Directors – The new requirements address three issues related to individuals serving in the Board; qualifications, diversity and history of other board service. Companies will need to provide details regarding the experience, qualifications, attributes and skills taken into consideration when selecting an individual to serve on the Board. These requirements cover both current sitting directors and those up for nomination at the time of the filing. Note that this same disclosure is required in the proxy soliciting materials submitted with respect to any nominee for director put forward by another proponent outside of the Board’s Nominating Committee.
With respect to diversity, companies will need to disclose whether the nominating committee considers this factor and how it is taken into account when selecting nominees. Companies will be required to disclose if a formal policy is in place for the consideration of diversity and how this policy is implemented. The SEC refrained from providing an operational definition of diversity, leaving this endeavor to the filer.
Beyond the service provided by the director to the filer, the Company must also disclose directorships held by individual board members on the boards of other public and registered investment companies. This requirement covers a five-year historical timeframe and applies even if the external directorship is no longer held. Certain legal proceedings and securities fraud enforcement actions levied against a director within the last 10 years must also be disclosed.

Board Leadership Structure – Companies must discuss their current board leadership structure and why this structure is the appropriate one for the organization. The following items should be included in the discussion.
  • Is the CEO and Chairman role held by the same individual or by different individuals? Why was this structure chosen?
  • If the Board Chair and Principle Executive Officer roles are combined, and a lead independent director is designated to chair meetings of independent directors, why was this structure chosen? What is the specific role of the lead independent director in the leadership of the company?
Board Oversight of Risk – In consideration of the importance of risk management and the variety of risks facing companies (e.g., credit risk, liquidity risk, and operational risk) the SEC is requiring further disclosure on the role the Board performs in the oversight of risk management. Companies should include in this disclosure the procedures and process by which the Board receives information on risk issues from senior management and the various risk management functions in the organization.

Timing of the Reporting on Shareholder Voting Results – Previously, shareholder voting results were required to be reported in the subsequent 10-Q or 10-K filings. This requirement at times resulted in a delay of months between the date of the shareholder meeting and the reporting of voting results. In consideration of the need for timeliness of such votes, the SEC changed this requirement to one requiring the results to be disclosed in 8-K filings to be made available within four business days after the conclusion of the meeting in which the vote was held. Should final results be unavailable on that date, the company must file preliminary voting results.

Contact CompWiser Consulting
CompWiser provides a full suite of compensation consulting and related services. In addition to the list of standard services, we can assist with a variety of custom projects. Visit
for details of our services and expertise.

For additional information, further questions, or to receive a custom proposal for consulting services including assistance with your company’s annual proxy filing please contact:

CompWiser Consulting, LLC

P.O. Box 14306
San Francisco, CA 94114

phone: 415.894.5556