“Compensation Risk Disclosure - What are Companies Doing?” (May 2010)
By Semler Brossy Consulting Group 

The topic of risk has taken center stage this year and, partly in response, new SEC regulations require companies to disclose whether their compensation programs create risks that are “reasonably likely to have a material adverse effect” on the company. As a new requirement this year, there was no precedent on which companies could rely to develop their disclosure. This article captures the risk disclosure practices from recent filings for over 200 companies in the S&P 500. DOWNLOAD>

“Kicking Off the 2009-10 Executive Compensation Season: A Real-time Discussion of Critical Issues and Looming Legislative and Regulatory Changes” (October 2009)
By Semler Brossy Consulting Group and Latham & Watkins 

A host of critical issues and looming legislative and regulatory changes are poised to affect the landscape for the 2009-10 executive compensation season. In an October 2009 webcast, SBCG partnered with Latham & Watkins to address frequently asked questions surrounding corporate governance reforms and the growing influence of proxy advisors, institutional investors and shareholder activists. DOWNLOAD>

“What's the Role of Equity in the New Environment?” (May 2009)
By Seymour Burchman and Blair Jones 

Companies are challenged with goal setting in an volatile market, dramatically diminished value of past equity awards, and share usage issues by maintaining a strict “target value” approach to equity awards. This article explores alternative approaches to equity awards given these uncertain market conditions. DOWNLOAD>

“Setting 2009 Executive Compensation: A Real-Time Discussion About Long-Term Incentive Plans” (March 2009)
By Semler Brossy Consulting Group and Latham & Watkins 

This issue of “Advancing the Dialogue” explores the thorny issues surrounding long-term incentives, including: How can companies structure long-term awards in the current environment? Does long-term goal setting make sense given the turbulence and low visibility in today’s economy? What reasonable approaches exist to address the challenge of underwater options? DOWNLOAD>

“Setting 2009 Executive Compensation: A Real-Time Discussion About Annual Bonuses” (March 2009)
By Semler Brossy Consulting Group and Latham & Watkins 

This issue of “Advancing the Dialogue” considers the challenges surrounding annual bonuses. It suggests ways to tackle goal setting and employ discretion to ensure annual plans reflect today’s realities and also consider the interests of all stakeholders. DOWNLOAD>

“Finalizing 2008 and Setting 2009 Executive Compensation: A Real-time Discussion of Critical Issues” (February 2009)
By Semler Brossy Consulting Group and Latham & Watkins 

Many companies, Boards and Compensation Committees are faced with important decisions in determining annual bonus and long term incentive compensation for performance periods ended in 2008 and setting performance periods and goals for periods beginning in 2009. The 2008 recession, current volatile and highly-charged economic and political environment, and poor visibility into whatever else 2009 might bring make this year's compensation setting season more challenging than ever. Register to View Archived Webcast>     Download Webcast Slides>

“Navigating the Storm: Compensation Committee Best Practices for Today's Environment” (July 2008)
By Agenda (Blair Jones, Roundtable Panelist) 

“Storm conditions” on the executive compensation front make it particularly important for a company’s Board to be proactive and make decisions from a position of strength. To explore what Boards, Compensation Committees, and their advisors are thinking and doing, Agenda recently hosted a roundtable discussion by a select panel of Board members and compensation advisors.

Blair Jones, a Semler Brossy Managing Principal, participated on the panel. The discussion (captured in the report, “Navigating the Storm”) focused on compensation philosophy and the application of best practices – particularly timely, given the press spotlight coinciding with significant regulatory, legislative, and economic pressures.

Effective navigation starts with a compensation philosophy laying out key principles as a foundation for setting goals and rewards and taking necessary actions to ensure the creation and protection of shareholder value. Actions driven by a set of shared principles, coupled with open lines of communication, will serve a board well – ensuring it can proactively and effectively address problems and take action with conviction, appropriately balancing and responding to internal and external pressures. DOWNLOAD>

“Long-Term Performance Plans: Overcoming Design Challenges” (July 2008)
By Seymour Burchman and Blair Jones 

Companies are facing increasing pressure from shareholders and regulatory mandates to consider compensation vehicles that reward long-term performance. The success of these programs requires identifying the right metrics and establishing suitable goals. This article provides four approaches to goal setting for performance-based pay programs. DOWNLOAD>

“Four Trends in Executive Compensation” (February 2008)
By Seymour Burchman and Blair Jones 

Increased scrutiny of executive compensation has led a majority of companies to revamp their compensation programs, with many emphasizing long-term performance plans to link pay and performance. This examination of four trends in long-term plans explores key considerations to avoid a well intentioned plan with unintended consequences. DOWNLOAD>

“Compensation Discussion and Analysis: Lessons Learned” (May 2007)
By Seymour Burchman, Blair Jones, and Doug Tormey 

CD&A or exposé? By bringing together all components of executive compensation, the CD&A may give the compensation committee its first look at the scope of the program. A sound program presents a compelling case to investors; a problematic program will raise red flags. Lessons from the first year of CD&A development can be the springboard to diagnose issues, foster dialogue and improve executive compensation design. To support the interests of all stakeholders, executive pay must be grounded in a solid compensation strategy, balance cost with value, truly drive and reward business results, and compel good governance. DOWNLOAD>

“Comparing Apples to Apples - Ensuring Integrity in Your Compensation Peer Group” (April 2007)
By Blair Jones, Chip Thomas, and Roger Brossy 

The media and activist groups often point to company peer groups as a contributor to excessive executive pay. Shareholders deserve a compelling rationale as to why specific companies are considered peers and for what purpose, e.g., pay comparison, performance comparator, or models for program design? Compensation committees can follow four guidelines to help ensure their peer group represents a reasonable gauge for assessing the competitiveness of company performance and executive rewards. DOWNLOAD>

“CEO Pay: A New Way to Judge the Numbers” (April 2007)
By Seymour Burchman and Blair Jones 

Comparing the compensation and financial picture of three actual companies illustrates how three “tests” can help companies get a handle on the reasonableness of CEO pay. The tests check for correlation between pay and performance, value sharing, and peer alignment. The analyses provide a compelling story about the aspects of design that contribute to an appropriate alignment of pay and performance. DOWNLOAD>

“A New Day for Executive Compensation” (January 2007)
By Seymour Burchman and Blair Jones 

Following popular trends in compensation design can lead a company in a very wrong direction. Different business models dictate different approaches, both at the corporate and business unit levels. This two-part article uses case studies to illustrate the importance of addressing executive compensation strategically. A strategic approach considers a company’s business situation and market characteristics, talent requirements and desired performance and rewards philosophy. DOWNLOAD>

“Executive SERPs” (October 2006)  

The use of a performance-based alternative using RSUs has (i) greater alignment with stock performance/shareholder return, (ii) considerably lower accounting cost, and (iii) the potential for upside.  In many cases, this alternative will provide a more shareholder friendly way to offer supplemental retirement benefits to executives. DOWNLOAD>

“Getting Post - M&A Executive Compensation Right” (September 2006)
By Blair Jones and Seymour Burchman

The success of a merger or acquisition transaction rests in large part on the strength and accuracy of the pre-M&A legwork.  Executive compensation helps signal what will be important in the new organization and lay some groundwork of how to get there.  Successful design and execution of a post-transaction compensation program requires a holistic design approach. DOWNLOAD>

“Executive Compensation as a Support for a Growth Strategy” (July 2006)
By Seymour Burchman and Blair Jones

Compensation can be critical to building and sustaining motivation and commitment, as well as ensuring the required talent is available and focusing in the right direction.  Compensation can help a company attract the right talent to the key roles responsible for driving top-line growth.  In addition, with the right leadership in place, incentive plan design can reinforce the growth strategies through performance measures and goals that influence corporate and/or business unit top-line growth. DOWNLOAD>

“Follow With Caution” (May 2006)
By Seymour Burchman and Blair Jones

Performance-based compensation for a company’s directors can threaten board objectivity and create possible conflicts of interest. Yet with the right measures and goals, a company can avoid sub-optimization and keep directors aligned with shareholder interests. The best solution may lie in significant equity ownership tied to board tenure. Read More>

“A Partnership Approach to Executive Compensation” (March 2006)
By Seymour Burchman and Blair Jones

The new governance environment has changed the dynamics between management and compensation committee members.  An optimal partnership between these two parties can improve the business impact of a company’s executive compensation program. Such a partnership can also reassure both parties that the program’s objectives and implementation are as unassailable as possible in the eyes of the shareholders and the outside world.  In this article, we outline five steps that create an optimum approach to management/committee collaboration. DOWNLOAD>

“Strategic Work Valuation:  Compensating the Right Executives the Right Way” (October 2005)
By Blair Jones and Clare Hatfield

Doing the right thing in compensating executives is trickier than just following what the market pays; one must consider what’s right for the company. Strategic work valuation balances factors relating to both the external market and the internal business strategy to help companies better align their talent and business strategies and focus the compensation spend on positions that have the greatest impact on business results. DOWNLOAD>

"Mobilizing and Engaging an Organization to Build Enduring Value" (July 2005)
By Seymour Burchman and Blair Jones

Incentive pay is the trump card in reinforcing organizational accountability. Designed with well-chosen measures and well-set goals, incentives can produce dramatic improvements in value and, ultimately, in TRS. DOWNLOAD>

"Should Do, Can Do, Will Do: Setting Incentive Goals That Yield Results" (June 2005)
By Seymour Burchman and Blair Jones

Without appropriate goals and measures, business results could be neutral. This article focuses on the identification of appropriate performance measures for all organizational levels and setting mutually supportive goals that reinforce key strategies and lead to improved shareholder value. DOWNLOAD>

"Four Tests for Executive Compensation" (October 2005)
By Blair Jones

Compensation committees are bombarded with so much information these days, they need some analytics to make sense of it all.  Here we explore four tests that will help them understand the elements of their executive compensation program and how they work together. DOWNLOAD>

"Don't Follow the Leader: The Present State of Executive Equity Compensation" (April 2005)
By Seymour Burchman and Blair Jones

The pressure is on to abandon once-popular equity vehicles, particularly stock options, which have taken the heat as a prime instigator of executive pay excess. The right LTI design for a given company should be based on a careful consideration of the needs and characteristics of the company, its shareholders and its employees. DOWNLOAD>

"Structuring ’Unassailable‘ Executive Compensation Programs" (July 2005)
By Blair Jones

When it comes to executive compensation plans, so many companies these days have taken the approach of “following the leader,” thinking it will keep them safely under the radar.  Unfortunately, such thinking can lead to a lost opportunity.  We have developed three tactics to make programs as unassailable as possible. DOWNLOAD>

"Proctor and Gamble's Balanced Approach to Long-Term Incentives" (March 2005)
By Gibson J. Bradley (Proctor & Gamble), Blair Jones, and Clare Hatfield

Rather than following the trend of discarding stock options as the primary LTI vehicle, Procter & Gamble considered what role LTIs (and specifically stock options) should play for their people in the future.  They used P&G’s business and people strategies as the basis for a balanced, full-scale review of their global LTI practices. DOWNLOAD>

"Director Pay: The 'Why' Behind the 'What'" (March 2005)
By Blair Jones and Jesse Purewal

Establishing principles to address specific pay program amounts and components will help the Board to ensure that decisions regarding director pay are made thoughtfully, holistically, and accurately. DOWNLOAD>

"Trends in Director Compensation" (October  2004)
By Blair Jones

In the wake of corporate scandals, increased regulation, and heightened institutional investor interest in board activity, we have seen a commensurate change in both pay levels and pay structure. This change reflects the greater time and effort required of board members, as well as the greater risk these individuals face. DOWNLOAD>

"'Taking Inventory' of the CEO" (September 2004)
By Seymour Burchman and Jesse Purewal

An effective assessment process will ensure the development of stronger CEOs. In this piece, the authors present a model of a comprehensive and fair process. DOWNLOAD>

"Executive Compensation:  Shareholder Expectations and Proxy Trends" (July 2004)
By Blair Jones

Many of the issues related to executive pay today have emerged because of shortfalls with stock options during the 1990s.  Companies’ responses to these issues are beginning to set some trends, including the use of alternative LTI vehicles, increased emphasis on ownership guidelines, and changes to option mechanics. DOWNLOAD>

"Sharpening Compensation Committee Foresight: Six Concrete Suggestions" (April 2004)
By Roger Brossy (Semler Brossy Consulting Group) and John Balkcom (RNW Consulting LLC)

Something in the way Boards review and approve executive pay frequently goes awry. To avert these common breakdowns, here are six suggestions for sharpening compensation committee foresight. DOWNLOAD>

"Choosing & Using the Right Measures & Goals in Long-Term Compensation Plans" (March 2004)
World at Work Member Chat Transcript with Rich Semler and Roger Brossy

Many companies are now adopting or considering long-term incentive plans where value realized by participants is contingent on achievement of specific performance goals, which are often not based on stock-price. While these types of plans provide opportunities to focus management on results that will drive shareholder value, they don’t come without significant risk of unintended consequences. DOWNLOAD>

"Adapting Stock Plans to New Realities" (April 2003)

For the last decade, the toughest question many companies faced about long-term compensation was: "How many stock options should we give out, and to whom?" Today, we are in the midst of unprecedented change in every aspect of long-term and stock compensation, and plans and practices need to be examined in light of new accounting rules, increasing shareholder scrutiny, and changing employee attitudes. As U.S. companies review their current stock option or other long-term compensation plans, the tried and true assumptions on what's right or even what works are already problematic at best. Companies need to plan how to adapt now, or evolution is likely to pass them by. DOWNLOAD>

"Professional Services Firms: Building a Franchise, Supporting It With Talent" (January 2003)
By Roger Brossy (Semler Brossy Consulting Group) and Stuart H. Sadick (Heidrick & Struggles)

Tough market conditions and numerous rude awakenings present professional services firms with an opportunity to take stock with respect to the aggressive growth strategies in which they have been engaged. We offer the best and most timely talent management remedies for building and supporting a successful professional services franchise. DOWNLOAD>

"Beyond the Whim of the Market: Performance Alternatives to FMV Stock Options" (NASPP 2002 Annual Conference, September 2002)
Speech Presented by Rich Semler and Dayna Harris

Explore a number of tried and true solutions as well as creative new solutions for designing an equity incentive program that emphasizes performance and motivates employees through better line-of-sight. Includes a comparative review of various equity incentive structures, encompassing strategic goals and design considerations, tactical considerations, as well as the cost of those solutions. DOWNLOAD >

"What If Stock Options Are Expensed? Scenario Planning for Future Long-Term Compensation" (April 2002)
By Rich Semler and Will Brilliant

Momentum is building to require expensing of stock options. Companies cannot afford to merely participate in the debate - they should begin thinking now about how they might change their reward strategies if options become an income statement expense. DOWNLOAD>

 “Assessing CEO Performance: It Goes Beyond the Numbers” (Winter 1989)
By Seymour Burchman and Craig E. Schneier

Most Boards rely solely on the corporation’s financial performance. But by their own admission, many compensation committee members agree that measuring a CEO’s ability to establish strategic direction, build a management team, and lead is more critical than certain quantitative measures. DOWNLOAD>