January 30, 2006

The SEC’s Proposing Release is Posted!

Late Friday, the SEC posted this 370-page proposing release regarding executive compensation and related-party transaction disclosures. Reads like a novel; here are some page numbers for a handful of the many key sections of the release:

– description of new “Compensation Discussion & Analysis” section (pgs. 16-19)
– discussion of possible double-counting of comp (p. 24)
– introduction of revised “Summary Compensation Table” (p. 25-26)
– discussion of “Total Compensation” column (p. 27)
– discussion of Plan-Based Awards tables and use of 123R valuations (p. 30-38)
– discussion of proposed Perks requirements (p. 43)
– interpretive guidance regarding what a perquisite is (p. 46-48)

This is just the tip of the iceberg for a 370-page release; learn more about “what you need to do now” from our two imminent webcasts noted below.

What You Need to Do Now!

As many of us are in the process of drafting proxy disclosures for this proxy season, the following two webcasts are very timely:

1. Tomorrow, catch these two programs that have been combined into one from 1:00- 2:30 pm eastern: “Your Upcoming Proxy Disclosures: What You Need to Do Now!” and “Meeting the SEC’s New Expectations: Real Life Examples (and Explanations),” featuring:

Paula Dubberly, Associate Director, SEC’s Division of Corporation Finance
Ron Mueller, Partner, Gibson Dunn & Crutcher LLP
Mark Borges, Principal, Mercer Human Resource Consulting

2. Then, on Wednesday, these two topics will be covered in a single webcast from 4:00- 5:00 pm eastern: “The New 8-K Compensation Rules:What You Need To Do Now” and “Related Party Transactions: What Disclosures You Need to Make Now!,” featuring:

David Lynn, Chief Counsel, SEC’s Division of Corporation Finance
Alan Dye, Partner, Hogan & Hartson and Editor of
Amy Goodman, Partner, Gibson, Dunn & Crutcher
Beth Young, Senior Research Analyst, The Corporate Library

To catch these webcasts, try a no-risk trial (or renew your membership) to

Perk Disclosures Could Come Back to Haunt Your CEO

As this article from Saturday’s WSJ illustrates, greater perk disclosure elicited by the SEC’s guidance will facilitate the ability of activists to use it in a campaign against management. The WSJ reports that Carl Icahn plans to pressure Time Warner’s management “in the coming weeks by spotlighting what he says are egregious expenses and perks.”

Yesterday’s NY Times ran this excellent interview with Nell Minow on executive pay, which is a nice companion piece for the podcast I did with Nell last week. And for a laugh, check out the article – “Brother, Can You Spare a Perk?” – in the February 6th issue of Forbes (can’t find a link for this one).

Disney CEO Succession Planning Under Attack

Remember the closely-followed CEO succession tale at Disney last year, when recently departed CEO Michael Eisner’s candidate won the job. Now, the New York Post reports that Disney’s lead director buried a negative evaluation of Robert Iger, Disney’s new CEO. Disney has denied the allegation. Here is an excerpt from Friday’s New York Post article:

“Disney Chairman George Mitchell quashed a negative evaluation of Bob Iger by the media giant’s executive search firm Heidrick & Struggles last year and never brought the report to the full board, sources familiar with the matter told The Post.

The banished report – which few members of Disney’s board even knew existed – raises new questions about the legitimacy of Disney’s search for Michael Eisner’s replacement.

Sources said Mitchell felt the report, brought to him by Heidrick & Struggles’ Senior Chairman Gerard Roche, was too negative on Iger, who was the preferred candidate of both Mitchell and Eisner to take Disney’s reins.”

I’m sure we will be hearing more about this – but it’s a good time to get a refresher on CEO succession planning from our “CEO Succession” Practice Area, including this interview with Mark Van Clieaf on Bona Fide CEO Succession & Selection Processes. By the way, you can register for a free confidential strategic duty audit on Mark’s new site for directors.