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Executive Compensation Answer Book, Ninth Edition Executive Compensation Answer Book, Ninth Edition

Executive Compensation Answer Book, Ninth Edition

By Bruce Overton , Susan E. Stoffer
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Overview

Executive Compensation Answer Book is the complete source for proven, practical, executive compensation solutions that draws on the authority of the best in the business - Bruce Overton and Susan E. Stoffer.

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

You get quick, authoritative answers to more than 800 questions on the full range of compensation issues.

Executive Compensation Answer Book has been updated to include:

  • Developing rules under the Dodd-Frank Wall Street Reform Act, including updates to compensation advisor independence rules
  • Updated information on ISS and Glass Lewis policies for proxy disclosure voting
  • New IRS guidance under Code Section 162(m)(6) on limits on deductibility of executive compensation for certain companies that are "covered health insurance providers" and other companies within the controlled group
  • A guide to "phantom appreciation rights" plans
  • New model language to simplify document preparation
  • A review of recent trends in executive compensation
  • The addition of the Guidance on Sound Incentive Compensation Policies to the Chapter on Executive Compensation in Banks

Note: Online subscriptions are for three-month periods.

Last Updated 05/29/2018
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 10044843-7777
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010048428
Table of Contents
  • 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
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