Executive Compensation Best Practices (PDF)

Chapter 1. Introduction. Should the CEO be Rewarded or Punished for Events Beyond the CEO's Control? Warren E. Buffett on Executive Compensation. CEO Compensation Theories. CEO Forced Exit Packages. Private Equity Compensation. Entertainment and Sports Celebrities. Benefits of Good Corporate Governance. Chapter 2. Motivating Executive Performance. Tying Performance to the Strategic Plan. Unintended Consequences. Firm Expansion and CEO Pay. Equity-Based Compensation. A New Role for CEOs. Minimum Equity Ownership Requirements. Chapter 3. Peer Groups and Benchmarking. Adjusting the Peer Group. Peer Groups for Different Levels of Executives. Benchmarking. Lake Wobegon Effect. Benchmarking with Medians. Chapter 4. Competing with Private Equity Funds. Chapter 5. Explaining Eexcutive Compensation to Shareholders. Introduction. Reconstructing Executive Compensation Disclosure for Shareholders. Satisfying Investor Expectations. Chapter 6: Compensation Committee Ordinary Operations. SEC Action against Tyson Foods. Earnings on Deferred Compensation. Practical Steps for Compensation Committees. Other Best Practices. Chapter 7. Negotiating Executive Employment and Severance Agreements. Negotiating With New CEO Candidates. Negotiating With Existing CEOs. Best Practices Applicable to New and Existing CEOs. Council of Institutional Investors. Gross-Up Clauses. Retirement Arrangements. The Grasso Case. Section 409A of the Internal Revenue Code. Best Practices in Negotiating Employment or Severance Agreements. Chapter 8. Compensation Committe Structure and Process. Creating Incentives for Good Corporate Governance. Disney Litigation. Chapter 9. Equity Incentive Choices. Overview of Equity Incentives for Key Employees. Dilution. Stock Option versus Stock Appreciation Rights. Restricted Stock versus SARs or Phantom Appreciation Plans. Phantom Plans. ISOs versus Non-ISOs. The Advantage of ISOs. Non-ISOs with Tax Reimbursement. The Tax Benefit to the Company. Chapter 10. Option Granting

FREDERICK D. LIPMAN is a senior partner with the international law firm of Blank Rome LLP and also the President of the Association of Audit Committee Members, Inc., a nonprofit organization. He was a lecturer in the MBA program at the Wharton School of Business and at the University of Pennsylvania Law School. A graduate of Harvard Law School, he has more than forty years' experience in areas of corporate governance, M&As, private equity, and IPOs. Mr. Lipman is the author of ten other books including Audit Committees and Wiley's recent Corporate Governance Best Practices. He has appeared on television programs on CNBC, CNN, and Bloomberg as a national commentator on initial public offerings, venture capital, mergers and acquisitions, and stock options. He has been quoted in the Wall Street Journal and other publications and is located in the Philadelphia, Pennsylvania office of Blank Rome LLP.

STEVEN E. HALL is founder and Managing Director of Steven Hall & Partners, a compensation consulting firm located in New York City. He has over thirty years of experience in rendering advice to organizations in both the public and private arenas on a broad array of topics, including executive compensation, board remuneration, and governance issues related to the compensation committee. Mr. Hall is also a member of the faculty of the National Association of Corporate Directors (NACD), where he teaches courses focused on the responsibilities of board members in the areas of executive compensation and corporate governance. He is a frequent author and speaker and has appeared as a commentator on CNBC, CNN, and other national networks. He has also been quoted in the New York Times, the Wall Street Journal, and other U.S. and international periodicals.

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