In a straightforward question-and-answer format, this dependable source of guidance shows you how to:
- Attract and retain top executive talent
- Create compensation plans that boost profitability, structure incentives for peak performance and strict compliance with regulations
- Keep up with regulatory, legal, and tax trends
- Design competitive executive compensation plans
- Monitor programs to boost the bottom line
Executive Compensation Answer Book has been updated to include:
- Developing rules under the Dodd-Frank Wall Street Reform Act, including compensation advisor independence
- Updated information on ISS policies for proxy disclosure voting
- New IRS guidance for the treatment of dividends and dividend equivalents under Code Section 162(m)
- A detailed guide to "profits interest" plans for LLCs
- New model language to simplify document preparation
- A review of recent trends in executive compensation
- New "case studies" from a consultant's point of view of day-to-day executive compensation planning and administration issues
- 1. Fundamental Concepts of Executive Compensation
- Total Compensation Issues
- Base Salary
- Incentive Plans
- Tax Considerations
- Accounting Considerations
- 2. Building a Total Compensation Strategy
- General Considerations
- Factors Determining Total Compensation Strategy
- Benefit Programs Addressed in Total Compensation Strategy Statement
- Determining the Mix
- Developing a Total Strategy
- Approval and Implementation
- Examples of Strategy Statements
- 3. Defining the Executive Job and Employment Terms
- Executive Job Descriptions
- Employment Terms
- Executive Turnover
- 4. Identifying and Evaluating Executive Candidates
- Sources of Executive Talent
- Interviewing Executives
- Employing the Executive
- 5. Base Salary
- Establishing Base Salary
- Salary Ranges and Salary Banding
- Job Evaluation
- Salary Increases
- 6. Deferred Compensation Overview
- General Considerations
- Tax Considerations
- Funding Arrangements
- ERISA and SEC Considerations
- 7. Executive Employment Agreements
- General Considerations
- Employment Contracts
- Severance Contracts
- Retirement Contracts
- 8. Non-Equity-Based Annual Incentive Plans
- General Considerations
- Plan Design
- Performance Measures
- Performance Standards
- Funding Incentive Plans
- Other Design Considerations
- 9. Non-Equity-Based Long-Term Incentive Plans
- Performance Unit Plans
- Formula Plans
- Book Value Plans
- Book Value Appreciation Plans
- Book Value Purchase Plans
- Economic Profit Plans
- Plan Comparisons
- Plan Design
- 10. Equity-Based Incentive Plans
- General Definitions and Considerations
- Stock Option Purchase Plans
- Incentive Stock Options
- Nonqualified Stock Options
- Discounted Stock Options
- Premium Stock Options
- Reload Options
- Performance-Based Stock Options
- Indexed Stock Options
- Stock Appreciation Rights
- Full-Value Stock Award Plans
- Restricted Stock
- Performance Shares
- Plan Design and Administration Issues
- Other Issues Related to Equity Compensation
- Exhibit 1 "Say on Pay" Advisory Vote Resolution Contained in a Company Proxy Statement for 2011
- Exhibit 2 "Say on Frequency" Vote Found in a Company's 2011 Proxy Statement Filed with the SEC
- 11. Supplemental Executive Retirement Plans
- General Considerations
- Qualified Retirement Plans
- Nonqualified Deferred Compensation Plans
- Tax Considerations
- Funding Arrangements
- Split-Dollar Life Insurance
- 12. Supplemental Life and Disability Coverage
- 13. Perquisites
- General Considerations
- Typesof Perquisites
- Tax and Accounting Impact
- Executive Compensation-Fringe Benefits Audit Techniques Guide (02-2005)
- 14. Special Early Retirement Programs
- Severance Programs
- Planning Early Retirement Programs
- 15. Severance Plans and Arrangements
- 16. ERISA Aspects of Deferred Compensation Plans
- ERISA Considerations
- Pension Protection Act of 2006 Considerations
- 17. Small-Company Versus Large-Company Practices
- General Considerations
- Annual Incentives
- Long-Term Plans
- Benefits and Perquisites
- Special Considerations for Small Companies
- New Venture Businesses
- 18. Publicly Traded Company Issues
- General Considerations
- Stock-Based Plans
- S Corporations
- SEC Regulations
- Proxy Rules
- Tax Deductibility
- 19. Executive Compensation in the Not-for-Profit Organization
- Base Salary
- Annual Incentives
- Long-Term Incentives
- Benefits
- Perquisites
- 20. Executive Compensation in the Public Sector
- Philosophy
- Base Salary
- Annual and Long-Term Incentives
- Benefits and Perquisites
- 21. Executive Compensation in High-Technology and Start-Up Companies
- Stock Options
- Other Benefits
- Trends
- 22. Compensation for Division Executives
- General Considerations
- Base Salary
- Annual Incentives
- Long-Term Incentives
- Benefits and Perquisites
- 23. Compensation for Temporary Executives
- General Considerations
- Elements of Compensation
- Federal Protection
- Conversion to Full-Time Status
- Litigation
- Key Cases
- 24. U.S. Executives Working Overseas
- General Strategy Considerations
- Premiums and Allowances
- Tax Considerations
- Special Compensation
- Foreign Law Considerations
- 25. Compensation for Boards of Directors
- Outside Directors vs. Inside Directors
- Compensation of Outside Directors
- Compensation Methods
- Benefits and Perquisites
- 26. Executive Compensation in Banks
- 27. Executive Compensation Practices During a Restructuring
- Base Salary
- Short-Term Incentives
- Long-Term Incentives
- Benefits and Perquisites
- 28. Administration and Communication of Executive Compensation
- Recording Executive Pay Information
- Establishing Executive Pay Administration
- External Reporting of Executive Pay
- Communicating Pay Plans to Executives
- 29. Trends in Executive Compensation
- Total Cash Compensation
- Long-Term Compensation
- Outside Directors
- 30. Executive Compensation in Privately Held Subchapter S and/or LLC Organizations
- Subchapter S Corporation
- Limited Liability Company
- Comparing Executive Compensation in C-Corps, S-Corps, and LLCs
- APPENDIX A. Executive Position Descriptions
- Chairman of the Board
- Chief Executive Officer
- Top Operations Officer
- Top Financial Officer
- Top Human Resources Officer
- Top Legal Officer
- Top Information Technology Officer
- Top Planning Officer
- Top Public Relations Officer
- Division or Strategic Business Unit Officer
- Top Sales and Marketing Officer
- Top Sales Officer
- Top Marketing Officer
- Controller
- Top Tax Officer
- Treasurer
- Top Engineering Officer
- Top Research and Development Officer
- Top Distribution Officer
- Top International Officer
- APPENDIX B. Sample Employment and Severance Agreements
- Hewlett-Packard Company Léo Apotheker Employement Agreement
- Yahoo! Hilary Schneider Severance Agreement
- APPENDIX C. Sample Annual Non-Equity Incentive Plan
- Performance Award and Cash Bonus Plan of Transocean Ltd. (As Established January 1, 2009)
- APPENDIX D. Sample Long-Term Incentive Plan
- Philips Long-Term Incentive Plan
- APPENDIX E. Sample Equity Compensation Plans
- Peet's Coffee & Tea, Inc. 2010 Equity Incentive Plan
- E. I. du Pont de Nemours and Company Equity and Incentive Plan
- APPENDIX F. Sample Stock Purchase Plans
- Apple Inc. Amended Employee Stock Purchase Plan (Effective as of November 10, 2009)
- APPENDIX G. Sample Supplemental Executive Retirement Plan
- Citadel Broadcasting Corporation Supplemental Executive Retirement Plan
- APPENDIX H. IRS Model Rabbi Trust Arrangement
- Revenue Procedure 92-64,1992-2 C.B. 422—Rabbi Trust Arrangements
- Revenue Procedure 92-65, 1992-2 CB 428—Rulings on Unfunded Deferred Compensation Arrangements
- APPENDIX I. IRS Notice References Regarding Transitional Relief and Document Correction for the Application of Code Section 409A to Deferred Compensation Arrangements
- APPENDIX J. Sample Executive Severance Plan
- Motorola Solutions, Inc. 2011 Executive Severance Plan
- APPENDIX K. Sample Proxy Disclosures
- APPENDIX L. Sample SEC Form 8-K Disclosures
- Acxiom Corp
- NALCO Holding Co
- Sothebys
- APPENDIX M. Code Section 162(m): Recent Cases and IRS Rulings
- Proposed Regulations – June 23, 2011
- Office of Chief Counsel: Internal Revenue Service Memorandum AM 2009-006
- IRS Revenue Ruling 2008-13
- IRS Notice 2008-94
- IRS Notice 2007-49
- Shaev v. Datascope Corporation (320 F.3d 373 (3d Cir. 2003))
- Letter Ruling 200727008
- Letter Ruling 200511007
- Letter Ruling 200027012
- Letter Ruling 9950021
- Letter Ruling 9949014
- Letter Ruling 9942012
- Letter Ruling 9928015
- Letter Ruling 9928014
- Letter Ruling 9924007
- Letter Ruling 9921032
- Letter Ruling 9910011
- Letter Ruling 9811029
- Letter Ruling 9801043
- Chief Counsel Advice 9926030
- APPENDIX N. Code Section 280G: Cases and IRS Rulings
- IRS Notice 2008-94
- Letter Ruling 200607006
- Revenue Ruling 2005-39 (2005-27 I.R.B.1)
- Letter Rulings 200036024-200036027, 200036031, 200036032, 200036034, 200036035, and 200036037
- Letter Ruling 9949009
- Letter Ruling 9943032
- Letter Ruling 9905012
- Letter Ruling 9822029
- Letter Ruling 9610022
- Hemingway v. United States, 81 F. Supp. 2d 1163 (C.D. Utah 1999)
- Sullivan v. Easco Corp., 662 F. Supp. 1396 (D. Md. 1987)
- Worth v. Huntington Bancshares, Inc., 43 Ohio St. 3d 192, 540 N.E.2d 249 (1989)
- Cline v. Commissioner, 34 F.3d 480 (7th Cir. 1994)
- APPENDIX O. Sample Compensation Plans for Outside Directors
- Arch Chemicals, Inc. 1999 Stock Plan for Non-Employee Directors
- APPENDIX P. Sample Deferred Compensation Plans
- Molycorp, Inc. Nonemployee Director Deferred Compensation Plan Effective January
Bruce Overton is the President of Overton Consulting, Inc., an executive compensation consulting firm located in Atlanta, Georgia. Mr. Overton is also on the staff of The Benefit Company, a human resource consulting firm in Atlanta, Georgia, where he heads its Executive Compensation Division.
He was formerly an elected Vice President of Human Resources with RJR Nabisco, and he served as their top compensation executive for more than 10 years. In that capacity, he oversaw worldwide compensation policy and advised the Compensation Committee of the Board of Directors.
He has also served in various human resource positions with Xerox Corporation, and he practiced as an executive compensation consultant with Sibson & Company, where he was a partner for six years. Mr. Overton is a former President and Board Chairman of the American Compensation Association, where he was also awarded a life membership.
He has published numerous articles on personnel and compensation issues. He is a graduate of Widener University in Pennsylvania.
Susan E. Stofferis a partner in the Executive Compensation and Employee Benefits practice group of Seyfarth Shaw LLP and leads the practice in the firm's Atlanta office.
She is experienced in all areas of employee benefits law, including qualified and nonqualified retirement plans, executive compensation and employment agreements, equity compensation plans, health and welfare plan design and compliance, HIPAA and COBRA compliance, fiduciary issues, and benefits issues connected with PEOs and employee outsourcing arrangements, as well as benefits aspects of mergers and acquisitions.
Ms. Stoffer received her J.D. from Fordham University School of Law and her B.A. from the University of Illinois. She practiced for many years in New York City with a large international law firm and served as in-house employee benefits counsel for Time Warner, Inc.
She is Co-Chair of the Retirement Plan Design, Qualification, and Administration subcommittee of the Benefits Committee of the Labor and Employment Law Section of the American Bar Association and a member of the Tax Section Employee Benefits Committee. She is also a member of the Employee Benefits Committee of the Tax Section of the New York State Bar Association. She serves as an appointed member of the IRS Employee Benefits Plan Council (Gulf Coast Region) and is a member of the Women's Board of Directors' Network and Women in Pensions.
Ms. Stoffer is a frequent author and speaker on compensation and benefits topics.
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