SEC Seeks Better Disclosure About Executive Pay

WASHINGTON – A Securities and Exchange Commission plan to require better disclosure of executive pay would force companies to disclose specific details about future benefits, perks,and stock deals that are often hidden or omitted from regulatory filings.The commission is expected to vote today to seek public comment on the measure, a crucial step toward passage of a final rule this year. The initiative could lead to the first overhaul of pay disclosure requirements since 1992.The push for greater clarity in executive compensation is among the top priorities of the chairman of the SEC, Christopher Cox, a former congressman from California who assumed the regulatory post last year. Shareholders have grown increasingly critical of many executive pay packages, saying the deals appear to be crafted to obscure the large sums many senior managers are making.“I think we can do better,” Mr. Cox told reporters last week.Because so much of executive pay falls outside the limits of a paycheck, such as in deferred stock or retirement benefits, “The result is that an increasing amount of executive compensation is escaping disclosure,” Mr. Cox said.Currently, compensation streams for top executives and board members can be scattered inside the annual proxy statement issued to shareholders and often are described vaguely.To add clarity, the SEC formally will propose an array of disclosure requirements for publicly traded companies and their top brass – specifically, the chief executive, chief financial officer, three other highest-paid managers and board members.Although details are being finalized, the plan is likely to include the following:* A bottom-line dollar figure for executive pay. Companies would have to provide a total annual compensation figure for the senior officers, and the total must include benefits such as stock grants, options, and pension benefits.* Tighter accounting of perquisites. Currently, companies must report a lump sum if perks exceed $50,000 or 10% of the executive’s salary and bonus. An individual perk must be reported only if it costs more than 25% of the executive’s total perk allotment. Under the proposal, perks must be itemized if the total for perks is $10,000 or more.Improved accounting of retirement benefits. The SEC would require new tables outlining the defined benefit and defined contribution retirement plans of top officers, along with detailed descriptions of payments that could be triggered if the manager is removed.* Insight into a company’s pay strategy. Companies would have to discuss performance benchmarks that are built into an executive’s pay structure and how such benchmarks fit into the company’s broader strategic goals.

SEC Seeks Better Disclosure About Executive Pay

SEC Seeks Better Disclosure About Executive Pay

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