Human Capital & Careers

SEC Drops Celebrity Pay Proposal

The commission's newly approved executive- compensation-disclosure rule also weighs in on options backdating.
David KatzJuly 26, 2006

Tom Cruise can rest easy. Unless he suddenly assumes a policy-making role at Viacom, the movie star won’t find his salary listed in a proxy statement — even though his work for the company’s Paramount Pictures subsidiary has netted him a pretty penny.

That’s because the Securities and Exchange Commission voted unanimously on Wednesday to jettison a proposal — known widely as the “Katie Couric rule” after the handsomely paid CBS news anchor — that would have required a company to list up to three non-executive employees if their pay packages were heftier than those of the executive officers named in financial statements.

Instead, the SEC will go back to the drawing board and to public opinion with a new proposal to add to the revised executive-pay disclosure rules it unanimously voted to install at an open meeting on Wednesday. The new rules, most of which will have to be spelled out in plain English, will affect compensation disclosure in proxy statements, 10-Ks, and registration statements.

The revision of the Katie Couric provision, a small part of the new rules, would require certain companies to report the total compensation — excluding pensions and deferred pay — and job positions of the company’s three most highly paid employees.

Those employees, who could work for an important subsidiary, main business unit, or division as well as for the main office, would have to be ones with “responsibility for significant policy decisions.” Besides dropping the celebrity requirement, the SEC made it applicable to “large, accelerated filers” — public companies with company with worldwide market values of outstanding voting and non-voting common shares of $700 million or more.

The revised provision looks at a “much more limited pool” of employees, said John White, director of the SEC’s Corporate Finance Division. It won’t include athletes or celebrities, and will even exclude high-earning traders or investment officers at a company, assuming that they have no management responsibilities, he added.

The change was among those made to the sweeping SEC proposal to revamp executive pay disclosure that the commission issued on January 27. During the plan’s public comment period, the SEC received over 20,000 comments, making it the most discussed issue in the commission’s 72 year history, according to Chairman Christopher Cox.

After the release of the initial proposal, the stock-options backdating scandal emerged. Apparently as a result of the scandal, the new SEC requirements will now require companies to provide added disclosures about their options grant proposals.

Appearing to take particular note of the backdating imbroglio, the authors of SEC fact sheet on the executive compensation rules note that the new options disclosures will include “in particular the timing of option grants in coordination with the release of material nonpublic information and the selection of exercise prices that differ from the underlying stock’s price on the grant date.”

The new options disclosures that must appear in tables in proxies and financial statements include:

• The grant date fair value.

• The grant date.

• The closing market price on the grant date if it’s higher than the exercise price of the award.

• The date the board’s compensation committee or the full board took action to grant the award, if that date is different than the grant date.

If the exercise price of an option grant isn’t the grant date’s closing market price per share, the SEC will require companies to describe their methodology for gauging the exercise price.

The commission will also mandate narrative disclosures about option grants to executives in the Compensation Discussion and Analysis section that its new rules require. The narrative disclosures could include the reasons a company picks particular grant dates for awards or its methods for choosing the exercise price of options.

White noted that release of the new requirements won’t use the phrases “back-dating” or “spring-loading” because they each have “different meanings for different people.” But he said that the rule would apply to those practices as they’re commonly understood.

The commissioners and SEC staff, however, took pains to note that the commission was issuing rules on the disclosure of back-dating, not the propriety of it. “It’s important to note that the release [of the rules] draws no conclusions about the ability of companies to use options [and] does not seek to encourage or discourage any particular form” of granting them, said White. The SEC isn’t delving into the issue of whether or not a company “may have valid reasons for timing grants” to earlier dates, he added.

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