Reuters Krawcheck seen bidding
final adieu to Wall Street September 9,
2011
Regardless of where she goes, Krawcheck will likely
be spending several months working out her severance. At a minimum,
according to Bank of America's 2010 proxy filing with regulators,
Krawcheck will receive between $2.4 million and $4.7 million in stock
grants if she is let go -- at a time when BofA shares are worth about half
their trading value at the end of 2010.
Based on her past history
and that of other fired executives, Krawcheck could take home as much as
$5 million to $10 million after negotiations, although Bank of America's
parlous financial state may make a monster payout tough.
"Ten
million wouldn't sound ridiculous in the old world, but we are in a very
different world now and the bank is talking about laying off over 40,000
people," said Steven Hall, managing director of Steven Hall &
Partners, a New York-based executive compensation
consultant.
Krawcheck's full severance will depend on
whether her departure is characterized as an involuntary termination
without cause or a workforce reduction.
"That's the starting point
for the negotiations," Hall said. "Her lawyers
will probably ask for something much
higher."
Compliance Week Companies
Prepare for Executive Pay, Performance Disclosure August 2,
2011
In the next few months the Securities and Exchange
Commission is scheduled to propose rules stemming from the Dodd-Frank Act
requirement that companies disclose "information that shows the
relationship between executive compensation actually paid and the
financial performance of the issuer," known as "pay for
performance."
Steven Hall, managing director at pay
consulting firm Steven Hall & Partners, says that a
simplified, communicable strategy is the best approach. Everyone
involved in the company, from the compensation committee to investor
relations executives, should work together to ensure shareholders
understand fully the company's compensation structure and performance
metrics, he says. "Start by educating your shareholder now through
CD&A," Hall says.
By understanding the
relationship between performance metrics used and compensation,
shareholders will have a better picture of how company determines
executive pay. Hall says although the SEC has yet
to implement the rule and it may not be in place for next spring's proxy
statements, companies should be given compensation performance measures in
CD&A next year anyway. He urges companies to consider including
data on revenue and profit growth and shareholder return, along with
non-financial goals, such as plans for the company's
development.
"Nobody really knows what the SEC wants to do at this
point," Hall says. Part of the problem, according
to Hall, is the difficulty in interpreting the regulation
and identifying the requirement of financial performance in legal
terms. Measuring compensation against financial performance will
eliminate qualitative consideration from the picture, he explains, and not
everyone will like that. "I believe that what we are going to see
are some adjustments by the SEC to incorporate relevant business measures
in the performance; both financial and qualitative," he
says.
Business Today Never A Good
TIme July 19, 2011
When negotiating executive
compensation, most firms evaluate the political realities surrounding the
decision, said Steven Hall, managing director of Steven Hall &
Partners, an executive compensation firm. But unlike
measuring the market rate, predicting political fallout is more of an art
than a science, Hall said. He said he has
recommended executive compensation packages to boards in industries that
rely on government contracts who summarily rejected them out of fear that
they would look bad to
lawmakers.
INDYSTAR.COM Simon offers
CEO $120M to stay July 9, 2011
Is the promise of
$120 million enough to keep you on the job for eight more
years?
That's what Simon Property Group has offered David Simon if
he stays on as CEO for that long at a company that his father and uncle
founded.
"It is very, very substantial," Steven E. Hall,
managing director of Steven Hall & Partners in New York,
said of the incentive award. "They are really putting their
money where their mouth is and finding a way to keep him
engaged."
And, said Hall, "They are certainly
making a very strong commitment that Mr. Simon is the right person to lead
the company into the future."
St. Louis
Post-Dispatch Executive pay rebounds with performance But the
biggest hikes had more to do with special circumstances April
17, 2011
Companies really mean it when they say pay for
performance, says Steven Hall, managing director at consulting
firm Steven Hall & Partners in New York. "2010 was a
year when profits rebounded quite a bit, and companies when they set their
budgets may had expected life to not quite be that good," he
said.
As of early April, Hall says, "say on pay"
resolutions had passed at 223 companies and failed at five.
The
voting requirement, Hall says, is forcing firms to do a
better job of explaining their pay practices. Some are also doing
things like making stock grants forfeitable when performance lags,
trimming severance packages and eliminating red-flag perquisites like
country club dues.
Los Angeles
Times Disney Withdraws Executive Tax Benefit Amid
Criticism March 18, 2011
Just days before
investors would have their say on Walt Disney Co.'s executive pay, the
entertainment giant changed the contracts of its top executives to remove
a generous perk that had come under fire from an influential shareholder
advisory firm.
Institutional Shareholder Services, an advisor to large
shareholders, had recommended voting against the compensation packages of
Iger and the others that would have required Disney to reimburse the
executives for an excise tax.
"It's interesting that they ended up
caving," Steven Hall, managing director for compensation
consultant Steven Hall & Partners, said about Disney.
"We were surprised by how violently they reacted against ISS. It was
the kind of thing companies gripe about in boardrooms but don't do
anything about."
NetworkWorld Perks
Shrink, But Tech CEOs Aren't Ready to Fly Coach March 17,
2011
Executive perks are a lightening rod for shareholder
criticism, and many tech companies are cutting back on CEO extras to avoid
a negative outcry. But some perks -- like personal use of corporate
jets -- are proving hard for executives to relinquish.
A big driver
of perk reductions is the new "say on pay" rule, which requires public
companies to seek approval of their compensation plans via shareholder
vote.
"Say on pay" has been "a very scary development" for most
compensation committees, says Nora McCord, managing director at
Steven Hall & Partners, an executive compensation consulting firm
based in New York. While the result of a say-on-pay vote is
non-binding, "It has served to ratchet up even further the focus on
compensation issues in general, and most specifically, the hot-button
issues like perks," McCord
says.
Reuters Regulators Seek to Foil
Moves to Undermine Pay Reform February 8,
2011
Regulators began their most forceful attempt to clamp
down on bank bonuses since the 2007-2009 financial crisis, and warned
firms they would seek to counter attempts to circumvent the reforms.
The Federal Deposit Insurance Corp endorsed on Monday a proposal
that executives at the largest financial institutions, such as Bank of
America and Goldman Sachs, have half their bonuses deferred for at least
three years. The U.S. proposal tackles pay for top executives at
financial companies with $50 billion or more in assets, including JPMorgan
Chase & Co and Morgan Stanley. "This proposal is kind of
catching up with what companies are doing right now anyway," said
Joseph Sorrentino, managing director at compensation consulting
firm Steven Hall &
Partners.
Bloomberg
Businessweek Goldman's Pay Pool Shrinks Fastest as Traders'
Fortunes Dwindle November 3, 2010
Wall Street
traders, who typically receive the fattest year-end bonuses among bank
employees, are poised to suffer the biggest pay cuts as revenue at their
divisions dropped an average of 12 percent so far this year.
Not
everyone sees the decline in traders' pay this year as a symptom of a
long-term change in compensation. "Assuming we're headed back into
economic growth phase, we'll look back at this and it will be a total
aberration," said Joseph Sorrentino, managing director at
compensation consultant Steven Hall & Partners, LLC in New
York. "I do get the sense that once we have a rebound that these
positions are going to return to their previous
levels."
USA Today Board Members'
Raises Not as Juicy as They Used to Be September 17,
2010
Companies' rank-and-file share something with the
boards of directors, who now are being asked to do more without big
raises.
Lacking larger pay increases, more qualified board members
will question whether they should continue the job as the demands
rise. Companies that wish to attract and retain experienced
directors will likely need to offer raises soon that make it worth their
while.
Due to this competition for qualified directors, Joe
Sorrentino of Steven Hall & Partners expects select board
members to receive larger raises next year. But only if companies
perform. "We'll likely see more increases, but only if it's a better
economy," he
says.
guardian.co.uk Costcutting US
bosses earn 42% more than rivals, says IPS research September 1,
2010
A report by the Washington-based Institute for Policy
Studies (IPS) will conclude that US chief executives shared little of the
pain felt further down their workforces as house prices slumped, consumer
spending dried up and unemployment peaked at 10.2% last year.
Joe Sorrentino, an expert at pay consultants Steven Hall
& Partners in New York, pointed out that bosses can face
difficult decisions in cutting workforces for the good of their companies:
"Making decisions that are right for a company as a whole can,
unfortunately, lead to job losses. That's not a great outcome but
it's the reality at this point in the
economy."
guardian.co.uk Occidental
faces battle with investors over executive pay August 3,
2010
One of America's highest-paid corporate bosses, the
Occidental Petroleum chief executive Ray Irani, is facing a rebellion over
his multimillion-dollar salary from two maverick investment funds, in a
sign of mounting impatience in US business circles over boardroom pay and
bonuses.
Joe Sorrentino, managing director at Steven Hall
& Partners, a New York pay consultancy, said: "There is a
trend in terms of compensation being scrutinized more closely these days -
particularly when the stock market is not performing
well."
Boardmember.com Annual Meeting
Excitement: Shareholders Say No with Say-on-Pay
May 17, 2010
Annual meeting season provides media
fodder year after year. From directors who were no shows at their
annual meeting, to shareholders scalping tickets to the annual meeting,
something surprises each year. Right now, the hot annual meeting
chatter is that two companies that provide their shareholders and
stockholders an advisory say-on-pay have had their pay voted down.
Executive compensation expert Pearl Meyer, Senior Managing
Director, Steven Hall & Partners, was somewhat surprised by
the votes at Motorola and Occidental Petroleum, "because it's
precedent setting. After last year's say-on-pay votes in favor of
management, this was a
surprise."
STLtoday.com Recession also
taking a bite out of executive pay April 18,
2010
Companies have always paid lip service to the
principle of pay for performance, but when the economy was strong, the
rising tide seemed to lift all yachts.
"I think pay for performance
has improved during the last few years," said pay consultant
Joseph Sorrentino, managing director at Steven Hall &
Partners in New York. "It's not perfect; it probably will
never be perfect ... but there have been a lot of improvements and changes
in programs that have better aligned pay with
performance."
Agenda American Express
Moves More Toward Fixed Pay March 22,
2010
The American Express board has pushed its executive
compensation structure more toward fixed pay.
Financial companies
over the last year or so have been moving away from the traditional
financial services comp design, which includes relatively lower salaries
and bonuses that are multiples of salary, says Joseph Sorrentino,
a managing director and compensation consultant with Steven Hall &
Partners. This has been driven by general pressure on
financial services companies to identify and try to limit any perception
of, or potential for, excessive risk, Sorrentino
adds.
The New York Times ALL
BUSINESS: Big Pay for CEOs Turning
Consultants February 27, 2010
Tough job
market? Not for corporate honchos who snag cushy consulting deals at
their former companies for $3,000 an hour.
"These
arrangements ensure that the executives don't walk across the street
to work for someone else," says Nora McCord of the compensation
consulting firm Steven Hall &
Partners.
The
Money Times Goldman Sachs CEO gets $9
million bonus for 2009 February 6,
2010
Lloyd Blankfein, the chief executive officer of
Goldman Sachs, received a stock-based bonus of $9 million, an amount
considerably less than expected, for the year 2009.
Joseph
Sorrentino, a managing director at Steven Hall & Partners LLC, a New
York-based executive compensation consulting firm opined,
"They're trying to be cognizant of public perception. It's more
reflective of the current environment rather than
performance."
Bloomberg Bank of
America to pay bonuses of more than $4.4
billion February 4, 2010
Bank of America
Corp, the nation's largest lender, will pay investment-banking employees
bonuses of about $4.4 billion for last year, or an average of $400,000
each, a person close to the bank said. Around 95 percent will be
paid in stock vesting over three years.
"Those sound like the
numbers we'd expect from Wall Street firms," said Steven Hall,
managing director of New York-based Steven Hall & Partners, an
executive compensation consulting
firm.
Bloomberg.com CIT Group
Plans Interim Replacement for CEO Peek January 15,
2010
CIT Group, Inc., the century-old commercial lender
that emerged from bankruptcy last month, plans to name a temporary
replacement for Chief Executive Officer Jeffrey Peek after he steps
down.
The next chief inherits a firm that's still shut out from the
commercial paper market, CIT's traditional source of funding. Peek
led CIT as it expanded into subprime lending and plunged into Chapter
11. The firm's recovery plan depends on tappping CIT's federally
insured bank unit and may face resistance from U.S. regulators.
"I
wouldn't want to be the recruiter trying to fill the position," said
Joe Sorrentino, a managing director specializing in the financial
services at Steven Hall & Partners, an executive compensation
consultant. "It's one thing to deal with a bankrupt
company, but it's quite another when you have the government
involved."
BusinessWeek Bank of
America May Trim Cash Part of Bonuses to 15% January 13,
2010
Bank of America Corp., the biggest U.S. lender, plans
to cut the cash component of investment bankers' bonuses to about 15
percent as politicians seek to rein in the payouts, four people familiar
with the matter said.
"This will be poorly received by younger people who
haven't accrued as much capital as the top executives with many years of
good earnings," said Pearl Meyer, senior managing director of
Steven Hall & Partners LLC in New York. "Wall Street
firms have been telegraphing this to their employees for a long
time."
Reuters Will Hearings Alter Big
Bonuses? Pay Experts Say, "No." January 13,
2010
The public flogging Wall Street's elite are taking
over their fat bonuses at Wednesday's Senate bank hearings may shame them
into a show of remorse, but will it convince them to slash their
pay? Most pay experts say,"No."
Pearl Meyer, senior
managing director at Steven Hall & Partners in New York,
doubts there will be an industry shift toward paying bonuses from all-cash
to paying bonuses from restricted stock for all its employees due to the
way its people are paid.
For example, the head of a large business unit might
earn $250,000 to $350,000 base salary, but the real payday comes from the
annual bonus, which can be in the millions or tens of millions -- usually
in cash. By changing to restrictive all-stock bonuses, she said,
"you'll be cutting into people's current income, a portion of which
they've been living on for the past year." There's also an
underlying assumption that when the stock vests its price will reflect the
company's long-term performance. "Both are very difficult barriers
in terms of employee retention and motivation," she
said.
Bloomberg Spending Bonus Cash
Becomes Risky as Clawbacks Spread January 8,
2010
Clawbacks have been a "silent partner" of some
employment agreements since the Sarbanes-Oxley Act of 2002, which
stipulated that chief executive and chief financial officers could have
their bonuses taken back due to financial restatements or misconduct, said
Steven Hall, managing director of New York-based Steven Hall &
Partners, an executive compensation consulting
firm.
BusinessWeek JPMorgan
Assails U.K. tax, Sparks Canary Wharf Doubt December 29,
2009
JPMorgan Chase & Co., Chief Executive James
Dimon, whose bank had promised to build a European headquarters in London,
told U.K. Chancellor of the Exchequer Alistair Darling a 50 percent tax on
bonuses would unfairly penalize the U.S. lender, a person close to the
firm said.
Financial firms are threatening to leave the U.K.
because they say increased taxes and regulation make London less
attractive. Shifting business centers elsewhere is "one of the
sticks they'll use to try and fight this legislation, but in the end how
realistic is it? said Joe Sorrentino, managing director at
executive compensation consultant Steven Hall & Partners
specializing in financial services. "This is a people buiness.
How do you get your talent, if they're U.K. based, to move to other
countries?"
The New York Times Goldman
Top Executives to Take Bonuses in Stock December 10,
2009
Goldman Sachs Group Inc. plans to pay top managers
their 2009 bonuses in stock, rather than cash, as it seeks to deflect
outrage over a near-record pay haul months after it repaid billions of
dollars in taxpayer aid.
Other banks are likely to follow Goldman's lead,
said Joe Sorrentino, a compensation consultant with Steven Hall
& Partners in New York.
"I think they're leading the pack here. Based on
their prestige in the industry and their size and reputation, I wouldn't
be surprised to see other companies, the Wall Street firms, carry that
forward and adopt certain provisions," Sorrentino
said.
Forbes France Weighs Gender
Quotas for Company Boardrooms December 5,
2009
Globally, the number of women comprising company
boards remains dismally low. But with France's new legislation
submitted to the French parliament this week, that might be able to
change. Under the legislation, women would have to comprise 50% of
board members by 2015 with companies ramping up their quotas by meeting
smaller targets along the way.
Meanwhile, Pearl Meyer a partner at Steven Hall
& Partners who advises boards about executive compensation
believes the U.S. will never turn to "quotas to fill board
seats."
"Nevertheless, boards are being pushed to look beyond chief
executives or university presidents -- the old traditional choices -- to
fill board seats today -- which give female candidates down the ranks more
of a shot."
Meyer also believes that France's
proposal would significantly quicken women's advancement. "If French
companies need women directors, they're going to promote up management
ranks, so they're qualified," says
Meyer.
Reuters Wall
Street Pay Wrath Thrusts Directors in Spotlight October 23,
2009
Outrage over the lavish compensation that Wall Street
has awarded itself for doing a crummy job is likely to increase the focus
and burdens on the people who set and monitor how pay is doled out:
corporate directors.
"They are now even more concerned about doing
a good job and the reputational risk if they don't," said Pearl
Meyer, co-founder of Steven Hall & Partners LLC in New York,
who has advised boards and management on executive pay for more than 30
years. "What is happening at the board level is a significantly
increased time commitment."
Harvard Business
Review The Coming Battle Over Executive
Pay September, 2009
Whether the changes
that take place next year are voluntary or mandated, the more intersting
question is, Will any of this matter when the economy
recovers?
Steven Hall, an executive compensation consultant
who advises boards of directors, hopes the issue will blow over
when the economy turns around. "When boards of directors ask me,
'How do I ensure that I'm not going to be criticized for my compensation
recommendations?' my answer is, 'Make sure the company performs
well.'"
Baltimoresun.com Legg
Shareholders Urged to Withhold Votes over Executive
Bonuses July 27, 2009
Two proxy advisory
firms are recommending Legg Mason shareholders withhold votes for three
directors who sit on the compensation committee because it awarded bonuses
to top executives even though the Baltimore money managers reported a net
loss for the fiscal year ending March 31.
While not commenting
directly on Legg's situation, Pearl Meyer, senior managing
director of executive-pay consulting firm Steven Hall &
Partners, said similar proxy recommendations on pay
practices are not unusual, especially as executive compensation has become
source of shareholder concern in recent years. Moreover, proxy firms
have their own executive-pay standards and principles they
follow.
Still, such moves are largely symbolic. "In all
instances that I could recall, directors are generally re-elected unless
there is egregious transgression," Meyer
said.
Investment News Compensation for
Board Directors Decreased in 2008, Survey Says July
23, 2009
Compensation for directors of the 200 largest
public companies dropped to an average of $244,899 in 2008, reflecting a
2.4% decline from $250,835 in 2007, according to a new study.
It
wat the first decline in five years, according to the study, released
today by Steven Hall & Partners LLC, a New York-based
executive compensation consulting firm. Still compared with
2003, the directors' pay packages in 2008 grew 38.6% over five
years. That surpasses compensation for chief executives, which grew
17.4% over the same period. There is a lot of competition for top
Board talent considered to be experts," said Michael Sherry, a
consultant at Steven Hall & Partners.
"For example,
every audit committee is required to have at least one director who is
deemed a financial expert. These companies are looking for people
who can bring something to the table, and they are willing to pay for
it."
Last year's decline in compensation was a reflection
of the troubled economy and decline in stock prices, Mr.
Sherry said. The use of board meeting fees, in which
directors receive per-meeting fees for attendance, also declined:
37% of the companies surveyed paid such fees in 2008, down from 68% in
2003.
"With board meeting fees going out of vogue, companies
have consciously shifted value into directors' annual retainers, both cash
and stock," Steven Hall, managing director of Steven Hall &
Partners, said in a
statement.
Workforce
Management Firms Get Good News as Pressure Mounts on Exec Comp
Disclosure July 13, 2009
Amid increasing
pressure about disclosing more information on how they determine their top
executive's pay, companies got a bit of good news this month when the
Securities and Exchange Commission proposed its new rules.
Under
the proposed rules, companies would disclose the full grant-date fair
value of equity awards for the year of the grant, meaning that it would be
clearer how much that executive made in stock options that
year.
"It is a very good idea to revert to the original rule
because we will then be able to relate the amount of compensation awarded
to that executive's performance," said Pearl Meyer, senior
managing director with Steven Hall & Partners, a New York-based
executive compensation consultant.
Other rules that the
the SEC is looking at would require companies to increase their disclosure
around the performance metrics they use in setting up executive
compensation.
"That's definitely the most controversial of all the
proposed rules," Meyer
said.
Wall Street Journal The Raise and
Fall of Wall Street Bankers July 2,
2009
Congress want to lower Wall Street bonuses, blaming
them for encouraging the excessive risk-taking that helped cause the
financial crisis. But the haphazard way that pay practices are being
altered may yet yield the worst of all worlds, higher fixed costs and less
accountability, without removing the threat of talent walking out the
door.
A perverse outcome of the Wall Street crisis is that
compensation as a proportion of revenue could actually rise.
Pearl Meyer, of Steven Hall & Partners, estimates
that Wall Street pay may end up topping 60% of revenue for the forseeable
future, up from about 50% in past years. It could hit 70% at some
smaller financial firms, she
said.
Bloomberg.com Obama Pay
Plan Lacks 'Meat on the Bones' to Trim CEO
Paychecks June 11, 2009
The Obama
administration's pay proposals may lack the "meat on the bones" to rein in
firms accused of overpaying executives.
The administration
proposal, which needs congressional approval, would authorize the
Securities and Exchange Commission to require so-called say-on-pay, a
nonbinding shareholder vote on compensation including salary, bonuses and
stock awards for the top five executives at public
companies.
Steven Hall, managing director at Steven Hall
& Partners LLC, a New York-based compensation consulting
firm, said the vote requirement may complicate pay
decisions. "At what point does a non-binding vote become binding
because you can't ignore it anymore?" he
said.
Wall Street Journal New Pay
Guidelines Raise Questions June 10,
2009
The Obama administration outlined its new approach to
executive pay Wednesday, with tough restrictions on firms receiving large
amounts of government aid, but only suggested guidelines for most other
companies.
The new approach is "a win for most affected
businesses," predicted Steven Hall, a managing director at Steven
Hall & Partners, an executive-pay consultancy in New
York. "They're going to be able to attract and retain
talent without artificial limits on how they pay people."
He
expects financial service firms to continue offering executives restricted
shares without performance triggers, a popular industry practice.
Mr. Hall expects fewer companies to provide "golden
parachutes" or supplemental pensions for departing executives. But
he said some companies dropping supplemental pensions may grant executives
extra cash or stock "to make up the difference."
Mr.
Hall and others expect the seven companies receiving "exceptional
assistance" from the government to face big challenges recruiting and
retaining executives. Kenneth Feinberg, the administration's new pay
czar, will have authority to review, reject and even set up pay for the
top 100 earners at those companies: American International Group
Inc., Bank of America Corp., Citigroup Inc., General Motors Corp., GMAC
LLC, Chrysler LLC and Chrylser Financial.
Among other things,
Mr. Hall anticipates many of these companies will
eliminate retention bonuses and exit packages. More top executives
"will be pushed out with no severance," and others will quit because "they
aren't used to this level of oversight [and] limitations on their pay," he
suggested.
Bloomberg.com Banks Repaying
TARP to be Freed of Bonus Curbs Imposed by Dodd June 10,
2009
JPMorgan Chase & Co., Goldman Sachs Group Inc.
and the eight other banks cleared yesterday to repay their U.S. government
rescue money will be freed from legal limits on bonuses for their top 25
employees.
"Stronger companies may really look to shore up their
talent pool with top players and the place they'll go hunting for them is
companies with TARP restrictions," said Steven E. Hall, managing
director of New York-based Steven Hall &
Partners.
Bloomberg Goldman
Shareholders Suffered as Blankfein Earned $43 Million May
28, 2009
The AIG bonuses earned the company a rebuke from
Obama, who in February called them "inappropriate."
"The populists
urge is going to have a great impact on how we run our companies," says
Pearl Meyer, senior managing director of New York-based
compensation consultant Steven Hall & Partners LLC, which
advises financial companies on pay issues. "I fear the unintended
consequence will be the loss of good people we need. How long do you
want to be regarded as a scoundrel?"
Associated
Press Changes May be Afoot in '09 May 1,
2009
CEO pay fell in 2008, but will the pullback
last? The answer hinges on whether corporate boards make changes now
to keep compensation at less stratospheric levels for the long
term.
For critics of high executive pay, this is the year when
public and political anger has lined up firmly on the side of
reform. But those involved in setting pay -- directors, lawyers and
consultants, among others -- face the genuine challenge of retaining and
attracting top executive talent without fueling an even greater backlash
against CEO pay.
"It comes down to balancing what is the right
thing to do for the company, and having to look over your shoulder at what
the shareholders and the media think," said Steven Hall, who
runs a compensation consulting
firm.
BusinessWeek.com Countering
CEO Disengagement in the Age of TARP April
17, 2009
With many organizations set to reexamining
the metrics used to determine CEO compensation, and with the turmoil over
executive compensation in general, it's definitely enough to be of concern
to CEOs, says Pearl Meyer, the senior managing director at Steven
Hall & Partners, an executive compensation consulting firm based in
New York City, who adds that "I don't necessarily think executive
pay will decrease significantly."
Of course, it wouldn't hurt if
the general public's image of CEOs could somehow be rehabbed, says
Meyer: "Many people have the wrong image of CEOs,
that they're flying in corporate jets and are in the lap of luxury.
The reality is these people are in the hot seat, working strenuously to
turn their companies around."
American
Banker With Exec Pay Standards, Level Field
Possible April 6, 2009
When it comes to
attracting executive talent, the playing field between the major banks
that have accepted taxpayer money and those that have not -- in the United
States and in most financial centers abroad -- may be
leveling.
At last week's Group of 20 summit in London, the
international body agreed on principles governing executive compensation
that would apply to banks both foreign and domestic, regardless of whether
a bank has obtained taxpayer assistance from government programs and thus
been forced to restrict compensation.
Compensation
consultant Pearl Meyer, a senior managing director at Steven Hall &
Partners in New York, said adoption of the guidelines in the
United States could lead to bonus formulas that better balance individual
or department performance goals with company wide goals and could also
boost base salaries at banks and financial services companies.
"The
concept of low salaries and high incentive pay was based on the desire of
the financial services community to keep fixed costs down. But what
happened was, they kept salaries so low they they were artificial, and
people's expectations were that they would receive at least 25% to 30% of
their bonuses regardless of how the firm did," Meyer
said. "So a lot of incentive compensation in financial services was
not truly
variable."
InvestmentNews Planning
Perks for Top Execs are on the Chopping Block March 29,
2009
As bailed-out financial institutions take more heat
over the massive pay packages dished out to their executives, a key fringe
benefit usually awarded to top officers -- the financial planning perk --
appears to be on the chopping block.
Bank of New York Mellon Corp.,
Wells Fargo & Co. and SunTrust Banks Inc., for example, have elected
to stop subsidizing the use of financial planners for their top
executives, according to an InvestmentNews analysis of some of the first
2009 proxy filings.
While its still early in the proxy season,
observers suggested that these banks' actions could foreshadow a larger
move away from providing executives with financial advisers.
"It's
hardly a surprise, and I'd be shocked if more companies didn't follow
their lead," said Pearl Meyer, a senior managing director at new
York-based compensation consulting firm Steven Hall & Partners
LLC. "Any perk that doesn't have a clear business rationale
is under the microscope at the
moment."
MSNBC.com AIG Flap Heartens
Critics of High Pay Critics hope backlash will pressure
other companies to curb payouts March 20,
2009
Even those who favor leaving pay practices in the
hands of the private sector concede that this may be a year of relative
restraint.
Steven Hall, managing partner of the executive
compensation consulting firm Steven Hall & Partners, said
there are several reasons pay packages will be lower this year. For
one thing, companies that may receive government aid in the future are
going to be concerned that they will either be forced to rescind the money
or be lambasted for the payouts, he said. For another, those that
aren't receiving government aid will worry about public outcry -- and
shareholder resentment -- over rewarding executives handsomely in a year
when most companies' share prices have fallen sharply, many have reported
disappointing earnings and layoffs are common place. "We know that
the world is reacting negatively to those things," Hall
said.
A tough business climate also likely made it harder for
executives to meet their goals for this year, which could crimp pay
that was based on meeting certain performance targets. Still,
Hall doesn't expect the cutbacks to last once the economy
starts to recover and business starts to rebound. "For general
industry, I think pay will come back," he said. On Wall Street,
however, Hall expects that compensation will not return
to the levels it hit before the financial crisis altered the industry,
perhaps for good. "Wall Street bonuses are going to be lower than
they were because the business is different," Hall
said. "The world has changed for
them."
New York Times The Case for
Paying Out Bonuses at A.I.G. March 17,
2009
As much as we might want to void those A.I.G. pay
contracts, Pearl Meyer, a compensation consultant at Steven
Hall & Partners, says it would put American business on a
worse slippery slope than it already is. Business agreements of
other companies that have taken taxpayer money might fall into
question. Even companies that have not turned to Washington might
seize the opportunity to break inconvenient contracts.
If
government officials were to break the contracts, they would be "breaking
a bond," Ms. Meyer says. "They are raising a whole
new question regarding trust and
commitment."
Reuters Citi Guarantees
Bonuses for London Hires March 14,
2009
Citigroup, a U.S. bank that has received $45 billion
(32 billion pounds) from taxpayers since October, is paying
multimillion-dollar guaranteed bonuses to salesmen and traders it has
hired in London, people familiar with the matter said.
"Paying
guaranteed bonuses in this environment is more of a minority practice...
it will attract some scrutiny," said Joe Sorrentino, managing
director at compensation consultant Steven Hall &
Partners. "But from the company's perspective, to be able
to pay back the government, they have to have viable businesses and for
that they need qualified people," he
added.
Forbes.com On Wall Street,
sky-high payouts may fall to Earth February 21,
2009
Analysts believe that federal pay caps imposed on
some of the highest-level executives, combined with public anger
surrounding Wall Street bonuses, may very well trickle down to reduce the
pay of employees at all levels of finance firms.
"It will have a
deflationary impact on the organizations," said Pearl Meyer,
executive compensation consultant with Steven Hall &
Partners. "At the lower level, you're hitting Christmas
money with such cuts, along with home and car payments,"
Meyer said.
Corporate Board
Member Are These Great Times
to Reprice First Quarter, 2009
After
watching the stock market tumble about 46% from its October 2007 high to
January 27 of this year, executives have been left with millions of stock
options that are deep underwater. Some compensation consultants
anticipate a surge of repricing, with companies swapping worthless options
for new ones whose prices are close to the stock's postcrash
value.
Some 40 companies did just that in 2008 and Steven
Hall, a compensation consultant at Steven Hall & Partners in New York
City, thinks this is only the beginning. "I believe the
tidal wave will begin building in 2009, once people believe the markets
have stablilized a bit," he says. "There is nothing worse than
deciding to do a recpricing, only to find that the new grant is
underwater. You only get one bite of the
apple."
The Washington Post How much
again? Figuring CEO paychecks can be a
challenge February 12, 2009
Figuring out
what and why a company is paying its top executives is no small
feat. A good place to start is the section labeled the compensation
discussion and analysis. "It basically takes the reader through the
philosophy of a company, the different components of compensation, how
they work, how they compare to the marketplace," said Steven Hall,
managing director for pay consultancy at Steven Hall &
Partners.
Wall Street
Journal Loopholes Sap Potency of Pay
Limits February 6, 2009
President Barack
Obama's crackdown on Wall Street pay contains loopholes, and may have
limited impact in restraining compensation, according to some
executive-pay consultants and management attorneys.
"You're going to have executives ask not to be
called a senior executive," said Steven Hall, a New York pay
consultant. He warned companies not to play games because
they will embarrass themselves before a hostile public and
government.
BusinessWeek Executive
Pay: Will the Big Bucks Stop Here? February 4,
2009
President Obama's new restrictions on the pay of
bailed-out finance executives is likely to ripple across the broader U.S.
economy, experts say. But if the history of executive pay is any
guide, it's more likely to influence how the money is doled out, not how
much of it makes its way into the pockets of top brass.
Long term,
though, bank executives could still do quite well. Pearl
Meyer, senior managing director at pay consultants Steven Hall &
Partners, notes that the plan does allow for long-term grants of
restricted stock. Considering the low stock prices these banks
currently trade for, that could represent a lot of upside.
Like many observers, Meyer thinks even
non-TARP companies will embrace certain restrictions in order to seem in
step with the frugality the public is demanding. Severance packages
should come down, and luxury perks such as company cars and lavish office
redos are certain to be out, she says. Companies are already
reducing merit pay because of poor business performance.
Meyer's clients typically are cutting merit pay for all
staffers from 3% or 4% of pay to 2%.
But the potential for
long-term payouts on stock grants provided for in Obama's plan -- even
though they won't come through until taxpayers are paid back -- provides a
significant escape hatch for executives. That's why
Meyer doubts these rules set forth by Obama on Feb. 4
will drop pay over the long haul.
Every single endeavor by the government through
legislation or regulation to limit executive or employee compensation has
had the exact opposite effect," says Meyer. "It has
boomeranged."
USA Today Washington
Post Bonuses no luxury for some Wall Street
Workers January 31, 2009
Although many
people might say good riddance to any defectors [unhappy with their
compensation], executive compensation consultant Steven
Hall argues that taxpayers should want banks to retain the cream
of the crop given the federal government has become a shareholder in so
many banks.
"The reality is good people will always be able to get
a job someplace else if they are unhappy, Hall
said. "So do you want to own stock in a company that is
filled with people who can't get a job anywhere
else?"
Fortune.com Postcards:
from the pinnacles of power by Fortune editor at large Patricia
Sellers You Lose Your Shirt? CEOs
did worse! January 22, 2009
You think you
lost a bundle in the market? The CEOs who lead the companies in the
upper decks of the Fortune 500 have fared even worse: Their stock
holdings in their own companies declined in value by $54 billion last
year.
A just released study by executive compensation
consultancy Steven Hall & Partners sums up the damage.
For CEOs who head up 175 of the top 200 corporations in the Fortune 500,
the median value of the equity held in their own businesses dropped 50%
last year.
Steve Hall, managing director of Steven Hall
& Partners, notes that equity compensation has long been
viewed as the most direct approach to link executives' interests with
their shareholders' -- and, he says, "the study confirms this total
alignment."
BusinessWeek Big Bonuses
for CEOs? Not so fast December 5,
2008
Board members know they're being watched, say many
consultants who specialize in executive compensation. In 2007,
bonuses fell mostly on a company-by-company basis, says Steven
Hall, managing director of Steven Hall & Partners.
"But, you're going to see everything down this year,"
Hall says, with "big time" declines in financial services
and housing industries.
CEOs contemplating a job change "don't know
if [they're] jumping from the frying pan to the fire,"
Hall says, adding that retaining execs could be a bigger
issue when the economy recovers in two or three
years.
Washingtonpost.com Gannett's
Chief Gives Himself a 17 Percent Salary
Reduction November 5, 2008
Craig A Dubow,
chairman and chief executive of the media giant Gannett, is taking a 17
percent salary pay cut as the company struggles with declines in
advertising and circulation that prompted staff cuts this
summer.
Steven Hall, managing director of the executive
compensation consulting firm, Steven Hall & Partners, said
some executives are moving to accept cuts now before the economy
deteriorates further and bad news builds.
"This is not
a bad time to stay off the radar screen," he
said.
Corporate Board
Member Managing Talent: An expanding role
for Boards November/December 2008
How do
companies like Continental Airlines, Inc., Pinnacle West Capital Corp.,
and Verizon Communications Inc., to list just a few, get away with not
having any compensation committee at all?
Actually they
don't. But they've given the committees that oversee executive pay
and CEO performance a new name, human-resources committees, and expanded
their responsibilities.
Directors want these committees' role in
managing human capital to go deeper than the C-suite. "They're
concerned with the process below the officer level," says Pearl
Meyer, senior managing director of New York City executive compensation
consultant, Steven Hall & Partners. "They've made it
part of their purview."
ABC News Casino
King May Be Market's Biggest Loser October 28,
2008
America's billionaire chief executives, like other
investors, have watched their net worth dwindle as chaos continues to
dominate the stock market. But one CEO's bet on his own company has
made him one of the biggest losers. Casino magnate Sheldon Adelson
has lost more than $16.6 billion in the last 7 1/2 months thanks to
investments in his own company.
According to analysis by
Steven Hall & Partners, a compensation-consulting firm in New
York, Adelson's investments in Sands Corp. plunged
$16,640,655,613 in value between December 31, 2007 and Oct. 17 of this
year.
He's in the gaming business. He's gamed it all the way
-- up and down," said Pearl Meyer, a senior managing
director with the firm.
The Wall
Street Journal The Less Wealthy CEO Buffett's Stake in
Berkshire (on Paper) Falls $9.6 Billion; Ellison is
Runner Up October 23
2008
The value of Mr. Buffett's equity in Berkshire
Hathaway, Inc. declined more than that of any other big-name chief
executive, according to an analysis by Steven Hall & Partners,
a compensation-consulting firm.
Most of the biggest losers
are founders or co-founders of their companies, except Mr. Buffett, who
bought a controlling stake in Berkshire in the 1960s when it was a
declining textile company. Founders have seen larger declines
because they tend to have bigger stakes in their companies than
nonfounders, said Steven Hall, co-founder and managing director of
Steven Hall & Partners.
Still, nonfounder CEOs have
lost a bigger proportion of their equity values -- a median of 49%,
compared with 25% for founder CEOs. That is because nonfounder CEOs
tend to have more stock options than founder CEOs, Mr.
Hall said. Many stock options are now
worthless.
Collectively, the equity held by seven founder CEOs has
lost $15.5 billion in value; the 168 nonfounder CEOs have lost $26.8
billion in value. The median share price decline for all companies
studied was 38% since the end of those companies' most recent fiscal
years.
Despite the declines, chief executives still hold a lot of
equity in their own companies -- a median of $2.8 billion for founder CEOs
and 26.7 million for nonfoudner CEOs. "It's still a heck of a lot of
money," Mr. Hall
says.
BusinessWeek Bank
Rescue: Making Wall Street Pay October 15,
2008
Pearl Meyer, senior managing director of
executive-compensation consultant Steven Hall & Partners,
says the most problematic provision in Treasury's rules may actually turn
out to be vaguest: The prohibition against incentives that
"encourage unnecessary and excessive risks."
Particularly in the
financial sector, the drive to link pay to financial performance has
inextricably entwined risk and reward. Who's to say until after the
fact how much risk is too much? Indeed, while companies in many
other industries typically cap incentive pay in a given year,
financial-services companies usually don't -- giving executives incentive
to shoot for the moon. "The more you make, the more you get,"
Meyer says. "Doing that could be deemed to be
encouraging risk, because it really is. There's a tension in the
system."
Reuters CEO Pay Curbs Failed
Before, May Fail Again September 25,
2008
U.S. lawmakers are insisting that Wall Street chiefs
feel the pain in their own pocketbooks in exchange for a $700 billion
bailout, but Washington has a poor record when it comes to trying to rein
in executive pay.
"Efforts to curb CEO pay have never been
successful," said Steven Hall, managing director of Steven
Hall & Partners, an executive compensation
consultant. "Success lies in the governance process, where
directors are responsible for stewardship of the
company."
Wall Street Journal Pay
Packages for CEOs Likely to Spur Scrutiny September 9,
2008
Reducing the size of exit packages for poorly
performing executives is difficult, said Pearl Meyer, senior
managing director at New York compensation consultant Steven Hall &
Partners. Employment agreements typically lock in exit-pay
terms unless the executives materially injure the company, she
said.
Workforce Management Market Slump
Dragging More Stock Options Underwater September
8, 2008
Stock options are currently underwater at nearly
40 percent at Fortune 500 companies, compared with about one-third that
had worthless options during the first quater, according to data compiled
by compensation consultants Steven Hall &
Partners.
"From a morale standpoint, and an employee
standpoint, this has become a serious issue for many companies where
options don't appear as if they'll emerge anytime soon," says
Pearl Meyer, senior managing director at Steven Hall. "In
some ways, they have lost the value of using company stock as a motivator
for current workers."
Dow Jones News DJ
Survey Finds 22% Rise in Pay for Corporate Dirs in Past 3
Yrs September 2, 2008
Chief executives
aren't the only board members getting a healthy raise: Independent
directors at the 250 largest U.S. companies have seen their pay rise by an
average of 22% in the past three years, a new report finds.
Total
remuneration for non-executive directors at the largest firms
now averages $238,000 a year, up from $194,000 in 2004, according to
the survey by Steven Hall & Partners, a New York compensation
consulting firm. At current rates, independent directors at
such firms are pulling in more than $1,000 an hour.
Big gains in
director pay have not been accompanied by an increase in the number of
meetings that directors attend. Instead, compensation experts say
the increase reflects the fact that meetings are lasting longer and
require more preparation, coupled with a move to pay directors a fixed
annual sum, rather than reward them based on the number of meetings they
attend.
"Gone are the days when the director appeared four times a
year for lunch and a check," Pearl Meyer, principal at Steven Hall
& Partners, said in a telephone interview.
Although
large companies have moved from paying directors to attend board meetings,
Meyer said there's no evidence that attendance has fallen
off as a result, and offered one possible explanation, namely that "a
director's seat is not as secure as it used to
be."
Financial Week More Pay Pals Get
Pink Slips; Large companies are ditching conflicted comp consultants
for independent advisors or disclosing more about fees,
arrangements August 11, 2008
Dozens of the
largest companies are now opting to hire independent firms that specialize
in executive compensation, rather than using large firms that -- in
addition to dispensing advice on executive pay -- can also provide other,
more lucrative consulting services, such as human resources and benefits
administration.
These changes are taking place at a time when
lawmakers, in grand fashion, have been highlighting the potential for
conflicts to arise if a compensation consultant's firm performs other work
for the same client.
Because of this, executives at independent
compensation firms like...Steven Hall & Partners...
note that there has been, and will continue to be greater demand for their
services.
Washington Post Perks
Still in Play But Sometimes Are Less Lavish July 28,
2008
Financial service companies were laregely rolling
back executive fringe benefits in 2007. But that doesn't mean they
were insignificant.
"Investors don't want to see executives getting
country club memberships, while their stock is dropping in value," said
Steven Hall, managing director at executive compensation
consulting firm Steven Hall & Partners.
Executive
compensation experts said those programs -- until recently the
fastest-growing fringe benefit -- make good business sense.
Executives' time may be better spent working than grappling with personal
financial decisions. Advisers "can explain the company's programs to
the executive, explain what the executive is entitled to and how to get
the maximum benefit out of it," Hall said.
Car
benefits have been on the decline, Hall said, but drivers
-- often considered necessary for security -- are still for chief
executives. It's common for companies to foot the legal bill for
executives during employment negotiations. "Many companies agree
that the executives should be represented legally, and as a result they
should be willing to pay for counsel for executives,"
Hall said. "It's kind of like loading the gun
against
yourself."
CompensationStandards.com The
Consultant's Blog July 1, 2008 The Murky
Crystal Ball: Reconsidering Executive Pay Design by
Pearl Meyer
As of the market close
on June 23rd, 40.3% of the Fortune 500 companies' executive and employee
stock options were out of the money by an average - 34.5%. It also
appears that many of their incentive plans - especially long term -
are also underwater.
Looking ahead into my murky crystal ball, I am
increasingly concerned that our current system of executive
compensation is designed for an expanding economy, increasing profits
and a climbing stock market, rather than businesses in difficult
competitive shape relative to global competitors, a floundering market and
a profit squeeze.
Absent the rosy world to which we have grown
accustomed, can we continue to pay the same level of "target compensation"
tied to modestly rising base salaries for lower levels of expected/target
performance?
On the other hand, can we force feed performance
targets that may be unrealistic in view of current business conditions and
therby bring pay (and morale/motivation) down relative to results
produced? Clearly, substantive consideration of the issues involved
is
needed.
Fortune.com Postcards:
From the pinnacles of power by Fortune editor at large Patricia
Sellers Power Point: Cherish your
name June 20, 2008
"As an executive,
you have two resources: your name or reputation and your remaining
years of productivity -- which is a diminishing asset. Women
squander both."
Pearl Meyer, the veteran
executive-compensation consultant, told me this over lunch Friday.
Women, she noted, tend to be lousy negotiators of both pay and
title. I told her I agree, though many women are this way, I said,
because we tend to care less than men about rank and size and vertical
power. Meyer herself, flubbed big-time back in 2000
when she sold her company. On the day she signed the papers to sell
the business she started in 1989, Meyer was shocked to
learn that her name was part of the sale. Now she's managing
director of Steven Hall & Partners and competes with
Pearl Meyer & Partners, the firm that bears her
name.
Financial Week Workforce
Management Pensions for Execs Test New Heights; Company Size
and Performance Not the Biggest Factors June 16,
2008
When it comes to executive pensions, the biggest
packages sometimes are handed out at the smallest companies.
In
many cases, comp experts explain, executive pensions are calculated using
a formula that multiplies a CEO's years of service by a portion of their
average compensation during a certain time period.
Steven Hall, president of Steven Hall &
Partners, a New York compensation consultancy, said companies
tend to determine this average compensation level by looking at three to
five years of an executive's highest pay period - which can include both
base salary and annual incentives.
"Indirectly, this can bring
performance into the picture," Hall said. "But
pensions tend to be a reward for loyalty and
service."
Directorship Thought
Leader: 'Golden Coffins' Come Back to Haunt Some
Companies June 13, 2008
By Steven
Hall
In recent days, we have been inundated with
sensational coverage of lucrataive benefit packages to be paid to
executives or their estates upon their death. These so-called
"golden coffins" are generally contractually stipulated arrangements that
range from salary continuation and life insurance payments to accelerated
vesting of equity, often a big-ticket item for long-tenured
executives.
These arrangements are yet another
example of how times are changing in the world of corporate
governance. It does seem that some of the most striking examples
highlighted in recent media coverage are the result of legacy deals cut
years ago, when decidions were based on well-intentioned business or
estate planning goals which shaped such agreements.
It is a lost
opportunity if companies do not take advantage of the CD&A to explain
the rationale when such arrangements were made, why it made sense then,
and, perhaps most importantly, why it continues to make sense
now.
The Wall Street Journal Companies
Promise CEOs Lavish Posthumous Paydays June 10,
2008
You still can't take it with you. But some
executives have arranged for the next best thing: huge corporate
payouts to their heirs if they die in office.
Companies often say
one goal of their pay packages is to keep executives from leaving.
But "if the executive is dead, you're certainly not retaining them," says
Steven Hall, an executive-pay consultant in New
York.
Mr. Hall says death benefits have
become more controversial in recent years: "Shareholders say, 'Why
should we write a big check to a CEO who's been quite well paid all
along?' He should have bought life
insurance."
CNNMoney.com Multiple
Trouble: Share-Ownership Targets Get Harder to
Hit May 27, 2008
Stock-market declines
spell trouble for companies that require chief executives and board
members to hold a fixed dollar amount of shares: Some are falling
short of ownership targets.
While ownership targets aren't
mandatory, they score points with investors and corporate-governance
ratings firms and are common at large U.S. companies. Most ask
executives and directors to hold company stock equal to five times their
salary or retainer. Some aim higher, requiring CEOs to hold up to 25
times more in shares as they receive in annual pay.
"That's tough
to maintain in this environment," notes Pearl Meyer, co-founder of
Steven Hall & Partners, a New York compensation consulting
firm. "A number of companies have put compliance in
limbo."
FinancialWeek Perks Wilting in
the Sunshine? May 27, 2008
"Most boards
and comp committees are looking at perks and asking, "How does this
enhance an executive's performance or effectiveness?" said
Pearl Meyer, senior managing director at compensation consulting
firm Steven Hall & Partners.
"Most CEOs are already
getting paid a good deal of money, and it's really difficult to
rationalize expenses that don't increase shareholder
value."
New York
Times SUITS May 18, 2008
When it
comes to money matters, who better to steer professional women from common
mistakes than Pearl Meyer, the executive compensation
expert, or Alexandra Lebenthal, a third-generation investment
adviser?
One of the biggest errors women make, Ms.
Meyer said, is that they "undersell their value." Ms.
Lebenthal, meanwhile, cautioned that "even the smartest women, and even
those who have conquered compensation, still take a back seat when it
comes to investing."
Coincidentally, both Ms.
Meyer and Ms. Lebenthal have the distinction of knowing what it's
like to lose their names, professionally speaking.
When Ms.
Meyer sold the firm bearing her name to Clark Consulting in 2000,
she relinquished professional rights to her name, and co-founded a firm
named for her longtime business partner, Steven
Hall.
St. Louis
Post-Dispatch As share prices stumble, options leave top employees
unsatisfied May 14, 2008
Stock options are
great morale boosters when business is going well, but in a downturn they
have their dark side.
The dark side shows up when a company's stock
price falls far below the level at which it issued options to its
employees. Employees can become bitter, fixated on the pieces of
paper that were supposed to be a reward but now will probably be
worthless.
The options' existence can lead to increased turnover,
according to Pearl Meyer, a principal at compensation-consulting
firm Steven Hall & Partners in New York. A key employee
who leaves can have the satisfaction of tearing up the old, worthless
options while receiving new, valuable ones from his or her new
employer.
WIth the stock market down and the housing, financial and
retail industries mired in severe slumps, the under-water options problem
is widespread. At about forty percent of big U.S. companies,
Steven Hall & Partners says, the average option-exercise
price is below the current stock
price.
Treasury & Risk New
Challenges Shape Pay Levels May 2008
issue
These days, when Steven Hall sits
down with his clients to hammer out the structure of their executive
compensation plans, they take into consideration a new set
of factors: How it will look in the cold light of day on their
proxy statements. Thanks to the Securities and Exchange Commission's
new rules requiring more disclosure of top executive's performance goals,
including those of the CFO, a number of clients have started to think
twice about just how shareholders might react to their bonus plans,
according to Hall, president of Steven Hall & Partners, a
New York executive compensation consulting
firm.
Computer
World Tech company CEO compensation raises
ire May 11, 2008
"Executive
compensation is under attack and has been for a number of years," says
Nora McCord, a consultant at Steven Hall & Partners, which
specializes in executive compensation consulting.
The U.S.
Securities and Exchange Commission (SEC) has tried to compel companies to
be more transparent about how (and how much) their top executives are
compensated, implementing new rules in the past few years around what must
be reported.
For example, the SEC now requires companies to not
only disclose that a performance-based award is tied to revenue but also
to disclose the dollar amount of the revenue target.
This is one of
the more controversial new SEC regulations, McCord
says. "On the one hand, it's better for shareholders to know how
company resources are being spent and how executives are being
incentivized. But on the other hand, you run into situations where a
company might be giving guidance from an earnings management
perspective."
Still most companies accept the idea of making CEOs
and other top executives more accountable for their compensation,
McCord says.
"It's a continuum. We're still
not where some of the more activist shareholders would like us to be, but
we're moving in that direction," McCord says.
"The momentum is clearly on the side of more disclosure, greater
transparency and a more rigorous approach to executive compensation in
general."
Agenda Disclosure of
Performance Goals Up Sharply April 28,
2008
The new disclosure rules take too much discretion
away from the compensation committee, says Steven Hall, managing
director of Steven Hall & Partners, an executive comp
consultancy. The rules require so much disclosure that the
markets are alerted not only to a company's specific targets but to
whether an individual executive fell short of meeting them.
"We are
concerned," says Hall, "that plans will start being
designed to provide the investment community and media with positive input
rather than provide appropriate
incentives."
Financial
Week CEO pay way down, but top performers still fared
well While cash compensation declined overall, execs at
top-performing companies saw bigger bonuses, analysis of proxies
show April 9, 2008
Most chief
executives and chief financial officers saw their cash compensation
decrease last year but executives at top performing companies raked in
substantially higher cash bonuses, according to an analysis of 2008
proxies by compensation consultant Steven Hall &
Partners.
Among the 522 companies that have filed proxies
so far this year, the median cash compensation paid to CEOs was $1.23
million, a 4.3% decrease from the previous year. CFOs, meanwhile
took home total cash compensation of $550,000, 1.4% less than they were
paid last year.
But a closer look at the top-performing companies
shows that their CEOs and CFOs were appropriately rewarded for a job well
done, said Steven Hall, managing director and founder of the
eponymous consulting firm.
Companies whose performance put
them in the top quartile, realized growth of 77% in their median net
income in 2007, as measured by Steven Hall. CEOs at
these companies were paid a median cash bonus of $663,286 last year, a 25%
spike from the year before, which pushed their total compensation up 15%
to $1.43 million. CFOs at top quartile companies saw their cash
bonuses jump up by 23%, to $293,645, driving their total compensation up
10% to $696,869.
Mr. Hall's analysis also showed
that companies that fell into the bottom quartile for performance -- where
net income decreased by at least 39% last year -- paid their CEOs median
cash bonuses that were 72% lower, while CFOs were given cash bonuses that
were 52% less.
At companies in the bottom quartile, many executives
didn't get a bonus at all. Almost a third of companies that
Mr. Hall analyzed didn't reward their CEOs with any cash
incentive last year.
"Boards are holding executives' feet to the
fire," said Mr. Hall. "They are making them
accountable for their results and for delivering true performance, that
much is clear."
New York
Times Executive Pay: A Special Report A Brighter Spotlight, Yet
the Pay Rises April 6, 2008
Wasn't
2008 supposed to be the year of the shareholder victory on the executive
compensation front?
After all, tighter disclosure rules kicked in
last year, and -- the theory went -- once companies had to shine a
spotlight on their compensation practices, they were bound to make them
better.
Some compensation consultants say the S.E.C. disclosure
rules went too far. Pearl Meyer, senior managing director at
Steven Hall & Partners, suggest that executives who missed
performance targets might still deserve hefty bonuses, if they managed to
stem losses even as economic factors beyond their control -- say, soaring
oil prices or a housing slowdown -- decimated their industry. But,
she said, it would be hard to lay out a cogent formula for that.
Thus, she concludes, making directors spell out the details of their
compensation plans could force them toward rewarding conventional
short-term performance.
Business
Week Directors and Investors at Odds on Performance-Based
Pay Two Camps disagree on whether the current
executive compensation model is changing for the
better March 28, 2008
Directors and
institutional shareholders disagree on whether the current U.S. executive
pay model is changing for the better. But while the two groups are
split on the pay process, both agree that the status quo is giving
Corporate America a bad rap.
While the two sides of the battle may
not see eye to eye on the issue, Pearl Meyer, senior managing
director at comp-consulting firm Steven Hall & Partners,
says directors are beginning to give more attention to CEO pay. "You
have directors out there who are far more diligent and far more committed
on this issue, " Meyer says. "It's a very
thoughtful process now, compared to what I have witnessed in the
past. The older view was 'trust me,' and now it's 'show
me.'"
The Wall Street Journal Financial
Firms' Stock Options: 'Half'Bad March
20, 2008
Fully 55% of the financial services and
insurance companies in the Fortune 500 have stock options that are
underwater, meaning the company's stock price is below the exercise price
of the options, according to Steven Hall & Partners, an
independent executive-compensation consulting firm. That is
up sharply from just two years ago, when just 10% of such firms had
underwater options.
CNNMoney.com Most
Big Financial Firms' Stock Options are Underwater -
Study March 19, 2008
Here is more bad
news for financial industry executives: More than half of the Fortune 500
firms in the sector have issued stock options that are worthless at
present, shown in a new study by Steven Hall & Partners, an
independent executive-compensation consulting
firm.
"There's a lot of pain being dealt out,"
Steven Hall, managing director at the New York firm, said
in a telephone interview.
Repricing previously issued stock option
grants could put options above water, but Hall does not
expect that to occur very often, given companies' reluctance to seek
shareholder approval for such changes. Increasing the amount of
stock option grants to offset the decline in stock prices could be a
challenge for firms that don't have enough shares approved for that, in
Hall's view.
"It's a depressing story, but it's
not hopeless," Hall said, noting that holders of vested
stock options typically have 7 to 10 years to exercise
them."
Forbes.com Much Ado about
Nothing? March 7, 2008
The U.S.
Congressional House Oversight and Government Reform Committee heard the
testimonies of the most infamous chief executives of the past year:
Stanley O'Neal of Merrill Lynch, Charles Prince III of Citigroup and
Angelo Mozillo of Countrywide Financial. O'Neal and Prince resigned
from their respective roles in 2007. Mozillo remains at the helm of
the mortgage lender he established.
Pearl Meyer, a
consultant at the New York City-based Steven Hall & Partners,
has firsthand experience at providing these corporate boards the guidance
apparently being ignored or at least misused. Meyer
worked with Countrywide's board when she was with another consultancy
firm, Pearl Meyer & Partners. The relationship between the two
companies fell apart in 2004 over a conflict concerning Mozilo's
pay. That exchange was documented in the congressional
report.
"[Countrywide] were convinced they were doing the right
thing, contrary to our recommendations," she
said.
Financial Week IRS Wants to Tax
Golden Parachutes February
25, 2008
"its a chicken-and-egg problem," explained
Steve Root, managing director at compensation consultancy Steven
Hall & Partners. "A termination provision that pays out
regardless of performance can infect the status of a pre-termination award
from being performance-based compensation."
The
Indianapolis Star Underwater Stock Options Depressed
share prices have left many corporate employees and retirees with
what seems to be an empty perk February
24, 2008
... Thousands of Eli Lilly managers,
executives and retirees are sitting on more than 88 million worthless
options, more than any other large company in Indiana, according to
executive compensation consultant Steven Hall & Partners in
New York.
Nationally, the picture is not much
brighter. At more than one-third of the corporations in the Fortune
500, stock options are underwater, according to Steven Hall &
Partners.
CNNMONEY Update:
Yahoo Change-in-Control Plans Cover All
Employees February 19, 2008
Yahoo,
Inc. will offer all of its employees enhanced severance packages -- worth
up to two years' salary for top executives -- if they are laid off
following a change in control of the Internet
company.
Executive Compensation consultant Pearl Meyer,
senior managaing director at Steven Hall & Partners, said the
terms of the plan were "well within standard practice" for executives but
she said it was unusual to apply a "good reason" walk-a-way provision
throughout the entire organization.
Financial
Week Option Reprice Wave Battle February
18, 2008
With top executives and rank-and-filers at
many U.S. companies holding now-worthless stock options, the time seems
right for a round of of repricing. New rules requiring companies to
get the blessing of shareholders, themselves freshly gored by falling
stock prices, will force boards to devise friendlier, or at least less
objectionable, ways to pitch the controversial practice.
"It's an
excellent time for companies to consider [the problem of underwaters]
since annual shareholder meetings are right around the corner," said
Pearl Meyer, senior managing director at compensation consultancy
Steven Hall & Partners.
Stock options are underwater
at 34% of the companies in the Fortune 500, according to Ms.
Meyer. The industries most underwater include home
builders, health-care services, computers, media, financial services,
retail and
semiconductors.
Reuters February
12, 2008
Stock options are "under water" -- meaning
the current price of the stock has sunk below the exercise price of the
options -- at 34 percent of the corporations in the Fortune 500, according
to a study from executive compensation consulting firm Steven Hall
& Partners.
Pearl Meyer, the consulting firm's
senior managing director, said the situation creates problems for
companies in hard-hit sectors such as financials, retail, home building,
pharmaceuticals, automobiles and airlines that have used stock options as
a compensation and retention tool for employees.
Many companies
"have senior executives, and, in some cases, all employees whose option
grants over a number of years are all of a sudden worthless,"
Pearl Meyer said.
When options are under
water, companies risk the loss of talented executives who may jump ship to
other firms that entice with the promise of new options priced at the
market's current low prices, Meyer said. But if
companies try to keep currrent employees happy by giving out new options,
they risk angering their shareholders, who also have been hurt by the
market slide, she said.
Meyer said companies
struggling with underwater options can take steps to help out employees
such as doling out restricted stock, as long as the firms have the shares
on hand to distribute. Another option, she said, is to provide
compensation through cash incentive
plans.
Baltimoresun.com Price's Gains
Bring Big Pay Top 3 leaders get $23
million February 9, 2008
Steven Hall, managing
director at New York firm Steven Hall & Partners, which
consults on compensation plans with boards, said its common for executive
pay in the financial services and mutual fund industries to be heavily
tied to individual and company performance.
"They pay the people
who deliver the results," Hall said. Few industries
pay anyone more than the CEO. It's unique to this business because
they actually pay people based on what they
deliver.
Forbes.com Wall Street Job Hunters
Hit A Buyers Market February
8, 2008
As banks forgo paying out bonuses and
liquidate entire departments, it's a buyer's market on Wall Street.
But many bankers didn't seem to get the memo.
At the C-suite level, many firms are pulling out their
Christmas wish lists as companies unable to pay top executives hemorrhage
talent. Steven Hall of Steven Hall & Partners, an
executive compensation consultancy firm, likens the situation to
sharks circling a wounded whale, as healthy firms poach C-suite talent
from companies wounded by subprime woes. "You'll see a firm pay out
and put itself in a loss position just to keep its prime talent," Hall
says.
The Washington Post The Bonuses
Keep Coming January 29, 2008
Some
investment banks already have a list of people they would like to pluck
from rival firms and are waiting for their employers to be in a tough
position, said Steven Hall, managing director of Steven Hall &
Partners, a compensation consultancy. "You have to pay
people who are performing, even in bad times, in order to keep them in
place," Hall said.
The Wall
Street Journal Theory & Practice Their Names Liveth
Forever, Just Not on Latest Firms July 9,
2007
Executive-pay adviser Pearl Meyer
spent 11 years building her name into a well-known brand before selling
Pearl Meyer & Partners in 2000. Ms.
Meyer planned to stay at the firm, and says she "stupidly"
promised buyer Clark Consulting that she wouldn't use Pearl,
Meyer or her initials at another business. "The prospect of
my leaving never occurred to me," she explains.
Five years later,
Ms. Meyer and four partners resigned to start a rival pay
consulting firm. Constrained by the sale agreement, the group named
the new firm Steven Hall & Partners after its
managing director.
Mix-ups persist over Pearl
Meyer the adviser and Pearl Meyer the
company. At conferences, "people charge up to me and criticize me
for things I didn't do," Ms. Meyer says. Her
typical retort? "I'm Steven Hall. Why are you
complaining to me?"
David Swinford, president and chief executive
of Pearl Meyer & Partners, says that when Ms.
Meyer left the firm, she urged colleagues to keep doing "good
work so they wouldn't embarrass her name, and we try to do
that."
Fashion-industry founders often negotiate lifetime royalties
when they sell their oponymous companies, says Suzanne Hogan, chief
operating officer for Lippincott, a brand-strategy consulting firm.
"In retrospect," Ms. Meyer says, "it would have been a
good tactic."
ExecuNet CareerSmart
Advisor New Compensation Legislation and Your
Paycheck July 9,
2007
"The new disclosure rules have not dampened direct
compensation of executives due to high performance and rising stock prices
in 2006," says Pearl Meyer, senior managing
director of Steven Hall and Partners, an executive compensation consulting
firm based in New York. "However it is resulting in
pressure on perquisites, supplementary retirement funds and change in
control benefits. I believe the SEC will not make any material
changes in disclosure in 2008. The same rules will continue to
prevail for the 2008 proxy season with changes probably made for 2009
proxy season based on analysis of disclosures to date. We'll be in
the same rules for 2008.
BNA Daily Tax
Report Executive Compensation Compensation Committees Look to
Planning, Reasonableness Over Time in Setting
Pay Conference held on June 21,
2007 June 21,
2007
Succession planning is the single most important tool
for holding down executive pay, consultant Steven Hall
said June 21. Hall told the American Law
Institute-American Bar Association's annual executive compensation
conference that succession planning allows companies to bring executives
up through the ranks and avoid expensive buyouts and the cost of bringing
in new people.
Internal equity "is coming back" as compensation
committees are looking for relationships between pay levels,
Hall said, adding that pay is not going down but growth
is slower. The cash component of pay is starting to rise, the shift
toward performance restricted stock and stock-based stock appreciation
rights continues, with long-term incentives making up the most significant
part of total pay for senior executives, Hall
said.
Regarding public company pay in comparison to private equity
firms, Hall said there are no general surveys of pay at
private equity firms. As to whether pay programs should be adjusted
to compete with private equity firms, Hall likened the
present situation with private equity to the dot.com world before the
bubble burst and advised, "hold your
ground."
The Wall Street
Journal Seeking Ne CEO, Some Boards Skip The
Stars May 21, 2007
Boards seeking
outside CEOs as corporate saviors often become enamored. "When they
find the person they think will make a difference, the cost is [viewed as]
immaterial," says Pearl Meyer, a New York pay consultant who
advises Boards.
Pittsburgh Post
Gazette Executive Pay Remains Mind-Boggling But Regulatory
Changes To Make Compensation Clearer Muddy This Year's
Compilation May 13, 2007
Experts say
new regulations requiring companies to disclose more information about
executive compensation will put more pressure on those companies to do a
better job of aligning pay with performance...
But compensation
consultant Pearl Meyer expects the rules will have
unintended consequences because shareholders aren't the only ones looking
at the additional information. Companies who discover they are
paying much more than their competitors may rein in compensation, says
Mrs. Meyer, senior managing director of Steven Hall &
Partners.
Of course, the opposite could prove true too,
she said. "Others who are not leaders of the pack will say 'Hey,
we're very much behind. Let's catch up.'"
She recalled that
the SEC's last major revision of pay disclosure rules in 1992 had an
inflationary impact on executive compensation rushed to play
catchup.
Financial
Executive SEC Disclosure Rules Evoke
Concern May 1, 2007
Pearl Meyer, one
of the deans of executive compensation consulting, is concerned about
compensation disclosures in this proxy season, for a number of
reasons.
Meyer, who headed her own firm as
Pearl Meyer & Partners, is now managing director of Steven Hall &
Partners in New York. She laid out her concerns in an
interview, suggesting that the compensation disclosure rules enacted last
year by the Securities and Exchange Commission (SEC) could cause confusion
and a surfeit of information that shareholders may not want to wade
through.
"I'm concerned that we've created a scenario
of unintended consequences -- the compensation sections of the proxy
are running 20-odd pages in some cases" she says. "We've
created a whole new set of fine print that no one is going to read
after this first year."
St. Louis
Post-Dispatch Disclosure Rules Provide New Look At Execs'
Pay April 22, 2007
Thanks to the
Securities and Exchange Commission's new disclosure requirements, we know
more about executive compensation than ever before.
Steven
Hall, managing director of consulting firm Steven Hall & Partners in
New York, said some boards changed their pay criteria to avoid
"some ugly admissions in the CD&A."
In general, Hall
believes, compensation committees have been conscientious about
linking pay to performance. "There's been a lot of good work done,"
he said. "They're setting performance on a much more rigorous basis
than we've seen in the past."
The true test comes when a company
stumbles. Pay for performance is a fine mantra when things are going
well, but shareholders have a right to expect executives to share in
losses, too. In Mercer's survey of big companies, 2001 was the last
year when CEO pay declined. It fell only 2.8% in a year when profits
dropped by 18 percent.
"It seems much stickier on the down side,"
Hall said.
MSNBC Baltimore
Business Journal New Exec Pay Disclosure Regs Have Some
Tongue-Tied SEC Chief Wants Proxies Filed In 'Plain
English' April 22, 2007
"I think the
SEC disclosure format failed to achieve its primary purpose, which was to
permit investors to clearly relate pay to performance in 2006," said
Pearl Meyer, senior managing director of compensation consulting
firm Steven Hall &
Partners.
Boardroom
exchange 2006 Directors' College Highlights Panel
Discussion Executive Compensation in the
Spotlight Following the disclosure
rules introduced by the SEC in 1992, senior management began receiving
enriched pensions, enhanced perquisites, deferred compensation
arrangements (with above-market payouts for senior executives), and
parachute payouts, of which many investors were not
aware.
Results Count Before 1992, "we
really did pay attention to internal parity, as well as results achieved,"
says Pearl Meyer of Steven Hall & Partners. At
the top Meyer emphasizes, you should pay for results, not
just hard work. "Other folks in a company may be compensated for
their efforts, but the CEO has to do more than give it the old scouting
try. Compensation committees need to ask: Did we make money?
How did the shareholders do? How did our various constituencies do? Are we
strategically on target? A CEO's compensation should depend on the answers
to these questions. Management teams overall should be told there
are no free rides. To earn compensation in the top 25 percent, you
must perform in the top 25 percent."
St. Louis
Post-Dispatch Planes, Dues Add Up In Executives'
Pay March 28, 2007
New Securities and
Exchange Commission rules force companies to assign a value to stock
options and pension plans for the first time, and to calculate a figure
for total pay ...
Some once-popular perks are disappearing because
of the new rules, says Steven Hall, managing director of
consulting firm Steven Hall & Partners in New York.
"Many executives are volunteering to pay their own club
dues."
BusinessWeek Golden Parachutes:
Cut The Cords CEO Severance Packages Are Out Of
Control - Much Too Big And Used Too Often. Pro or
Con? March 23, 2007
Let's keep in
mind that CEOs command such extraordinary compensation because they have
extraordinary leadership skills.
"I've tried to hit a golf ball, so
I understand why Tiger Woods makes $80 million a year," says Pearl
Meyer, senior managing director at Steven Hall & Partners,
an executive compensation consulting firm. "But
most people haven't tried to be a CEO. They see the private aircraft
and parking space by the door but have no idea how difficult the job
is."
...corporations are taking steps to address one of the
public's bitterest complaints about golden parachutes: "pay for poor
performance."
"Lawyers are grappling with ways to clarify the small
print, to specify exactly what defines disappointing performance and how
that will affect severance," says Meyer. "We're
also writing 'claw backs' into contracts, where executives can get their
stock taken away if they violate Sarbanes-Oxley or other
rules."
Deseret Morning News Forth Worth
Star Telegram Atlanta Journal Constitution Delta Pay Plan Wins
Praise: Key Executives Won't Bail Now, Observers
Say March 21, 2007
Delta Air Lines'
plan to give an extra big chunk of money to rank-and-file employees as it
leaves bankruptcy court will pay off for the airline in the long run,
corporate compensation observers and others predict.
The question
is whether Delta's executive corps will hang with the airline though their
payout is less rich than has been the case for other corporations exiting
bankruptcy.
Pearl Meyer bets they will.
"I
would think people who stuck with the company through the bankruptcy would
want to continue," said Meyer, senior managing director for New
York-based executive compensation consultant Steven Hall &
Partners. "They have walked through walls of fire and
emerged from the other side as a
team."
Associated Press Belleville News
Democrat Ameren Execs Get Big Bonuses But Rank-and-File Got
Overtime During Outages March 17, 2007
St.
Louis Post-Dispatch Ameren Worked The Numbers, Execs Got The
Bonuses March 16, 2007
Compensation
committees generally have a lot of latitude to decide what costs are
included when calculating executive pay, said Nora McCord of
Steven Hall & Partners, an executive pay consulting firm in New
York. Typically, events that are outside of a company's
control aren't counted for those purposes, she
said.
Investment Dealers' Digest A Fork
in The Road After its big splash in 05,
Wachovia now scaling back its Wall Street
ambitions? February 12, 2007
"What
management has to do is demonstrate that [tying compensation to the
overall performance of a division] is a more productive approach to
running the business that will yield a higher total pot in which you can
participate," says Pearl Meyer, senior managing director at Steven
Hall & Partners, a compensation consulting firm
.
Associated Press Experts Don't Expect
Home Depot's New CEO's Pay to Set A
Trend January 24, 2007
Steven Hall, an
executive compensation expert who runs a consulting firm in New
York, said such examples are likely the exception, not the
rule.
"The problem is the people with the background to be CEOs,
proven or not, are in very limited supply. There's a lot of
competition for
them."
Reuters Lifting The
Lid: Exec Pay Consultants To Face Closer
Scrutiny January 12, 2007
For
consultants, advising on executive pay is far less lucrative than
larger-scale, long-term services like outsourcing and employee
compensation plans, said Pearl Meyer, a partner with independent
consulting firm Steven Hall & Partners.
"It's a
small-ticket, but most influential in the course of a corporation's
affairs," Meyer said. "It's the star quality of the
executives who are receiving large packages that's attracting the
attention of the press and of stockholders."
Meyer
said most firms were highly ethical, but individual consultants might feel
pressure to sell other services, leading to a conflict of
interest.
St. Louis
Post-Dispatch Nardelli Held His Wallet Up With Belt and
Suspenders January 5, 2007
"If a
board decides to embrace an employment contract as a sort of necessary
evil, it needs to think through all the possible consequences. What
does it cost shareholders if the company is acquired, or if the executive
quits or dies? Let's make sure there are no surprises," says
Steven Hall, managing director of consulting firm Steven Hall
& Partners.
The Wall Street
Journal IBM Ends Director Stock Options, Spotlighting
Popular Perk's Decline December 21,
2006
"The overall governance thrust today is to have board
members become [stock] owners rather than optionees," said Pearl
Meyer, senior managing director of Steven Hall & Partners, a pay
consultancy in New York. Options focus recipients "too much
on short-term movements in the stock price," she
said.
Forbes.com Directorship Are You
Making Too Much Money? December 12,
2006
The role of compensation consultants and how they
engage with board compensation committees are coming under new
scrutiny. And the flap over the dating of stock options granted to
top managers is going to intensify the pressure to link pay with
performance.
"What we've seen in the past year I would call a
revolution rather than an evolution, due to the impact of outside forces
on compensation and corporate governance," Pearl Meyer,
one the superstars in the field, said in a panel discussion on
compensation at the Directorship's recent Agenda 07 Forum in New
York.
"We're faced with intense scrutiny from all our various
publics, which is a result of a distrust of management and a
disenchantment with board governance," said Meyer, who is senior
managing director with Steven Hall & Partners, based in New
York. "We've had an intense dispersion of power, first from
management to the board, and then from board to the various outside
forces. Directors must step up to the governance challenge we're
facing and champion change. And the way we can do that is looking at
the new standards of reasonableness."
"I've been endeavoring to
bring compensation committees together especially with audit committees,
because our performance metrics and our goals are based upon the results
that audit is reviewing," Meyer said. "I think we
need better integration. Perhaps it should occur at the committee
chair level. Other approaches I've seen include having committee
members attend other meetings, or [having] many board members attend
committee meetings."
The new best practice, Meyer
said, is to have consultants whose only responsibility is
compensation and whose sole reporting relationship is to the
board.
Charlotte Observer 5 Burning
Issues On Executive Pay December 3,
2006
Will CEO Pay go down? No, said verteran
executive compensation consultant Pearl Meyer of Steven Hall &
Partners." The market for executives continues to be
tight," Meyer said. However, "it's going to be
tougher earning your money because of the pay-for-performance
movement.
IOMA Study
Finds Board Comp at All-Time High December
2006
Median total compensation for independent directors
at the 500 largest U.S. companies in 2005/2006 rose 14%, from $162,363 to
$185,000, according to a new study by Steven Hall & Partners,
an executive compensation consulting firm. The increase is
due in part to higher cash retainers for board service (up 11%) and and
committee chairmanship (up 25% to 80%, depending on the committee).
Board pay for firms in the bottom 250 of the Top 500 companies studied
grew 19%.
The study found that median total remuneration for
directors at the top 1,000 companies in 2005/2006 ranges from $160,021 to
$175,250, depending on committee membership and role. Director total
remuneration includes cash retainers, stock awards and meeting fees for
service on both the board and its committees.
The trend away from
stock options continues; while 95% of the Top 1,000 Firms award equity to
directors, only 23% use options alone and just under half grant options at
all. In contrast, 72% award full-value shares and 27% award both
full-value shares and options. At companies using full-value shares,
the median award is $66, 054, about on par with the median option grant
value of $69,886. Overall, the median equity award is
$87,375.
In addition, 34% of companies ceased paying board meeting
fees, typically $1,500 a meeting. At companies without meeting fees,
median total pay is $181,385, which is 11% more than the $163,350 at
companies that pay such fees.
Base and
Bonus Director's Pay is Up at Smaller Large
Firms November, 2006
The smaller
Fortune 500 companies are now rapidly increasing their own directors'
compensation in an effort to keep up.
Median total
remuneration for companies in the bottom 250 of the top 500 companies grew
19% from 2004 to 2005, according to a study conducted by Steven
Hall & Partners. That's compared to the upper half of
these companies, which increased diretors' pay by roughly 12%.
Overall, the top 500 companies' director pay grew 14%.
We are
seeing the big companies set the trends for other companies," says
Steven Hall, managing director. Hall
says that the compensation is typically the last thing directors
examine when considering an offer to join a board. First, they
consider the risks and time commitment involved as well as who's already
on the board.
The New York
TImes Signing Up a New Chief In the Age of
Prenups November 25,
2006
Shareholder activists are clamoring for clauses
that provide immediate vesting and payouts only if the former chief loses
his or her job as a result of the merger. The executives win more
often than not, "but boards are paying attention to the concept," said
Pearl Meyer, a managing partner at the compensation consulting
firm Steven Hall &
Partners.
Investment Dealer's
Digest: Director Pay Takes Off At
Smaller Companies: But Investment Bankers Don't Always Cash In
As Relationships May Prohibit Them From Taking
Compensation October 16,
2006
A survey by compensation expert Steven Hall
& Partners researched director pay at the top 500 US
companies and found that while these companies paid directors 14% more in
2005/2006 than in 2004/2005, the bottom 250 companies had to raise pay by
a full 19%. Median total compensation of directors at these 500
companies now stands at $185,000, up from $162,363 the year
before.
Why did that happen? Steven Hall,
who is managing director at his eponymous firm, says that the smaller
companies have had to "play catch-up."
"Board compensation at
smaller firms is rising at a faster rate than at larger firms in an
effort... to meet the competitive challenge of recruiting directors in an
era of greater responsibility, public scrutiny and potential personal
liability," he says.
The Wall Street
Journal: What's New - Dispatches From The
Staff Of The Dow Jones Corporate Governance
Newsletter October 9,
2006
Director pay reached a new high in
2005.
...Steven Hall & Partners LLC
found that total remuneration rose between 8.1% and 12% in 2005, depending
on which committees directors served on. The study cited "growing
oversight, higher visibility, increased accountability, and heavy demand
for a limited pool of qualified candidates" for the increase in
compensation.
The Corporate Board:
Option Pricing Abuse And
Boards September/October
2006
Byline by Pearl Meyer
Unfortunately,
option timing abuse has signaled a lack of board vigilance and management
integrity. Regardless of the final outcome, this story will further
damage corporate reputations with the general public, as well as
employees, investors, regulators and the media. Diligent board
oversight will serve as the critical ingredient to restoring confidence in
corporate
America.
Workspan: Viewpoint
- Aligning The Interests of Directors and
Shareholders September
2006
Byline by Pearl Meyer
The nation's
leading soft-drink manufacturer recently announced a new board
compensation plan payable in cash that is contingent upon company-profit
performance. While commendable for its stated objective of aligning
director and shareholder interests, this approach is not likely to be
imitated by other companies, which is an equally positive
development...
St. Louis
Post-Dispatch: Here's Hoping Senate
Gets Answers On Backdating September
6, 2006
Enron was a one-company scandal. So was
WorldCom; so was Tyco. The current options-backdating scandal,
though, has already enveloped more than 80 companies.
One leading
pay consultant, Steven Hall of Steven Hall & Partners in New
York, says he had never heard of backdating until the scandal
broke this summer. "You don't know whether to be proud that none of
your clients were involved in this or embarassed that you didn't know
about something so widespread," Hall said. "I'm
sticking with proud at the moment."
Hall says he
can imagine executives, about to get options, talking about how much their
package would have been worth if it had been issued earlier. Someone
made the leap, he guesses, from idle musing to outright
deception.
The Wall Street Journal:
Surveying the Field - Magnified
Scrutiny August 28,
2006
A study of 181 of the 200 largest U.S. companies by
compensation consulting firm Steven Hall & Partners
LLC found [Board pay] increases depended on which committees
directors were on. Steven Hall, principal of the
firm, says retainers for chairing audit or compensation committees were up
25%, to $15,000 and $10,000 respectively.
The
Wall Street Journal: $100 Million Helps Lure Away
General Electric Veteran August 24,
2006
In a move that illustrates the growing power of
private equity, Dutch media firm VNU NV snatched Mr. Calhoun, 49, from GE
where he was one of four vice chairmen and a confidant of Chief Executive
Jeffrey Immelt.
"Private equity people are singing a siren song
that's almost irrestible," said Pearl Meyer, senior managing
director of Steven Hall & Partners, a compensation consulting
firm.
Corporate
Governance: Director Pay Found Increasing, Along
With The Scrutiny August 16,
2006
A study by compensation consulting firm
Steven Hall & Partners LLC found total remuneration
made a steep increase - rising between 8.1% and 12.4% for the 2004-2005
period, depending on which committees directors served. That
amounted to pay of between $195,000 and $210,833.
Steven
Hall's study found that retainers for chairing committees also
increased - up 25% for chairing audit or compensation committees, bringing
those retainers to $15,000 and $10,000 respectively. There was an
increase of 33% for governance committee chairmanships, making that
retainer $10,000.
"The [director pay] numbers were lower than
expected," said Hall, who added that pay hasn't kept pace
with directors' snowballing workloads. The study cited "growing
oversight, higher visibility, increased accountability, and heavy demand
for a limited pool of qualified candidates" for the increase in board
compensation. Hall sees those factors contributing
to increases this year as well.
Pittsburgh
Post- Gazette: Business News As Scrutiny of Corporate
Board Rises, So Does Compensation for
Directors August 15,
2006
The median pay of a director of the 200 largest U.S.
companies ranged from $195,000 to $210,833 in the latest fiscal year, up 8
percent to 12 percent from the previous year, according to New
York compensation consultant Steven Hall &
Partners.
Pay for audit committee chairman - typically the
highest compensated director - reached $210,833, an 8 percent increase,
according to Steven Hall. He attributed part of the
increase to the $15,000 retainer audit committee chairman received, up 25%
from the previous year.
"Not only is more time involved, but also
more commitment and risk," said Mr. Hall, the consulting firm's
managing director.
Dow Jones: Guest
Column - Options Backdating Past and
Future August
2, 2006
Byline article by Steven Hall & Nora
McCord
The executive compensation scandal of 2006 is the
backdating of stock options. Executives have lost their jobs over
it, some have been indicted for it and companies are scrambling to answer
the question: We didn't do this, did we?
The current
challenge for boards is to determine what actions to take now to ensure
the highest level of governance practices and ensure their company follows
not only the letter of the law, but the
spirit.
Real Estate
Forum: What's In Your
Wallet? July 2006
When it
comes to compensation, real estate executives are as richly paid as their
counterparts in other industries.
2005 compensation levels are part
of a fairly consistent pattern of growth that has taken place over the
past few years. According to Steven Hall, founder and
managing director of Steven Hall & Partners, CEO salaries in
the REIT sector jumped 23% from 2004 to 2005, while COOs gained a
paltry 3%. CFOs, with their new status, gained 29%. "CFOs have
gotten a lot more recognition in recent years because of the risks and
responsibilities associated with their position. Their signatures
are on the SEC documents right along with the CEOs'. The penalties
are focused squarely on both, but the CEO has always had his signature on
those documents. The CFO can provide a lot of value, or a lot of
pain if he doesn't do his job right."
And the increases should
continue this year. Hall predicts, conservatively,
that total compensation for top real estate executives in 2006 should bump
up 4% or 5%.
Corporate
Secretary: Best Available
Options July 2006
Byline
article by Steven Hall, Managing Director
The recently
announced investigations by the SEC into whether certain companies
backdated option grants to provide executives with an advantageous
exercise price promise to be ugly. While the practice seems to have
been limited, it will certainly be held up as an example of executive
greed and a reason for the government to provide greater oversight
over executive pay.
Regardless of the final outcome for the
companies involved, this issue represents another opportunity for those
involved in the design, approval and implementation of executive
compensation to be reminded that integrity and playing by the rules are
critical responsibilities that we have as stewards of the company on
behalf of shareholders.
Workforce
Management: Option Scandals Might Put HR in Watchdog
Role July 25, 2006
Recent
scandals involving companies backdating their stock option grants to
employees may help HR managers get that last seat at the table
they've longed for. However, it might not be the seat they
wanted.
These cases suggest that HR professionals will no longer be
able to plead ignorance, says Pearl Meyer, senior managing
director at Steven Hall & Partners, a New York executive
compensation consulting firm.
"Their jobs are going
to be far more complex and technical than they bargained for," she
says. No longer can HR managers just focus on recruiting employees,
she says. "They need to extend their compliance knowledge and
responsibilities."
The New York
Times: Haunted by a Heady Past - Silicon Valley Was
Calming Down, Now an Options Scandal July
22, 2006
The practice of backdating options dates to the
early 1990's but took on momentum during the frenzied days of the Internet
era, when the competition for available talent was fierce.
People
out there really duped themselves into thinking they were doing this for
the benefit of stock-holders when in reality they were defrauding them,"
said Pearl Meyer, a managing partner at Steven Hall &
Partners, a New York executive compensation firm that has worked
with scores of Valley-based companies. They clearly viewed this as a
victimless crime.
Corporate
Secretary: Compensation - The Secret Life of
... June 2006
The
Sarbanes-Oxley Act, the pressure on boards to act with true independence
and a general climate of heightened scrutiny have all set the stage for
eradicating conflicts of interest in the executive compensation consulting
world. In fact, positive strides have already been been made.
Joseph Sorrentino, managing director at Steven Hall &
Partners, a Manhattan-based independent executive compensation consulting
firm founded in September 2005 notes that his firm is more often
hired by boards and not by management -- something that simply wasn't true
a few years
back.
GlobeSt.com:
Executive Watch June
27, 2006
Based on a review of proxy statements from
106 public REITS, made by Steven Hall & Partners, an executive
compensation consulting firm, median total compensation (base,
bonus and equity) for REIT CFOs as of December 2005 was $920,011, a 29%
increase over the prior year.
Baltimore Sun: CEO
Pay, and Scrutiny, Continue to
Rise June
18, 2006
Compensation consultants acknowledge the
emotional reaction to the issue [executive pay levels]. But they say
the implications for the nation and the economy could be greater in the
long term if society fails to reward the competitiveness and innovation of
a limited number of people who possess the skills and experience to run a
large company.
"We don't want to kill the golden goose," said
Pearl Meyer, a senior managing partner at compensation
consulting firm Steven Hall & Partners. "We don't want
to kill the entrepreneurial spirit in America."
Pittsburgh Tribune Review:
Stock Options Still A Popular Incentive For
Executives June
15, 2006
"Stock options are alive and well even with
the charge to earnings," said Steven Hall, managing director of
New York based executive pay consultant Steven Hall &
Partners.
Accountingweb.com: SEC Calls for
Greater Disclosure of Executive Pay, Probes Options
Dating June
2, 2006
While compensation numbers for last year
reflected stock options exercised, FAS 123 has already changed the way
executives are compensated, say Steven Hall of Steven Hall &
Partners, an executive pay consulting firm in New York, according
to the Journal. "It's caused companies to shift compensation to
other vehicles. The other movement that has taken place is that the
number of people who get stock options has gone
down."
BusinessWeek: Upfront - CFOs
Sing The SarbOx Blues May
29, 2006
... a study by executive
compensation consultant Steven Hall & Partners shows last
year's average total CFO pay up 13%, to $1.75 million
annually.
The Providence Journal (Rhode
Island): RECIPES FOR MAKING MONEY Rhode Island Companies
Must Reveal More Details Than Ever About How They Compensate Top
Executives May
21, 2006
The decisions (executives) make on the job
and the money they take home are being eyed by shareholders thirsting for
better returns and watchdogs eager to take a bite out of someone's
hide. "This is a complicated, and to make it worse, an emotional
topic," said Steven Hall, of Steven Hall & Partners, an
executive pay consultancy in New York City. Corporate
accountants must now estimate option costs based on how long they expect
employees will hold onto them, how sharply a company's stock will rise and
fall, and other factors. Some companies are trying to avoid this
math altogether.
"I think it's done two things,"
Hall said of the rule change. "It's caused
companies to shift compensation to other vehicles. The other
movement is that the number of people who get stock options has gone
down. There was a trend in the 1990s of pushing down stock options
to lower-level employees," Hall said. "That's
stopped and is retreating."
San Antonio
Express-News: Executive Compensation - San Antonio's CEOs Pay
& Perks May
14, 2006
A long career in the energy business has led
to shareholder gold and rewards for Valero Energy Corp. CEO Bill
Greehey, whose $95.3 million compensation set a record for San Antonio CEO
pay. Greehey stepped down as CEO at the end of last year and remains
chairman of the company.
Pearl Meyer, a partner in
compensation consulting firm Steven Hall & Partners, said
Valero's long track record is paying off for shareholders, including
executives holding options. "Valero's executives have done a
marvelous job in building the company over the last several years, so it's
no surprise that they built a lot of shareholder value,"
Meyer said.
Base and
Bonus: At Sears Holdings, Equity Takes a Back
Seat May 2006
Sear's
unique comp program also follows a period of massive change in the way
companies use equity grants. In the wake of new options expensing
rules, companies have been shifting from options to whole-share equity
awards in their incentive plans. Yet, essentially abandoning new
stock grants for executives represents a big step that few firms have
embraced. The benefits of equity are too great, both for the company
and the employee. "Equity grants are alive and well in America,"
says Steven Hall, managing director of Steven Hall &
Partners.
St. Louis Post-Dispatch
(Missouri): Executives' Pay Remains as Large as Their
Egos April 23, 2006
Pay
consultants say that not only are companies aligning pay with performance,
they're also disclosing more information to
shareholders.
Steven Hall, managing director at
consulting firm Steven Hall & Partners in New York,
thinks better disclosure may have the biggest effect on things like
company cars and country-club memberships.
"Benefits and
perquisites are getting second and third looks...," Hall
said. "There are companies where the CEO is saying, 'I don't need
the country club paid for by the company any
more."
workspan weekly: Survey
- CEO Pay Should Remain with
Boards April
21, 2006
More board compensation committee members
than CEOs believe excessive CEO pay is more prevalent, according to a
survey conducted by Steven Hall & Partners, independent
executive compensation consultants.
Although only 3.4% of
CEOs say excessive CEO pay occurs frequently, 14% of compensation
committee members say it does. 85% of compensation committee members
believe there is evidence of excessive CEO pay, while 41% of CEOs say
excesive CEO pay is rare. Survey respondents either lead one of the
1,000 largest U.S. companies or sit on the board compensation
committee.
"These conflicting views suggest that compensation
committee members are awake to the pay versus performance issue and their
responsibility to exercise independent oversight," said
Steven Hall, managing director of Steven Hall &
Partners.
"While it is human nature for CEOs to consider
themselves fairly paid, the fact that compensation committee members have
a different perspective is a positive sign in the re-balancing of power
within the corporation."
Dow Jones News
Service/MarketWatch Firms Critique Proposed SEC Compensation
Tables April 20, 2006
The
Securities and Exchange Commission's proposal that companies include the
estimated value of stock and option grants in their main executive
compensation summary has created some strange bedfellows.
Intel
Corp. (INTC) and Kellogg Co. (K), for example, are in agreement with a
coalition of international pension fund investors, the Corporate Library,
and New York pay consultant Steven Hall & Partners in
urging the SEC to revamp the proposed tables.
One of the main
concerns raised by critics is that combining the value of yet-to-be-earned
equity, as proposed, with hard cash actually paid out the prior year in a
single table risks confusing
investors.
The Wall Street
Journal: CEO Seeks to Halt Stock-Based Pay at United
Health - Move Comes Amid Scrutiny of Options Timing, Gains;
Suspensions in Vitesse Probe April 19,
2006
UnitedHealth Group Inc. Chief Executive Officer
William W. McGuire recommended that the big health insurer suspend many
forms of its senior executive pay, including stock options, in what
compensation experts called an unprecedented move in recent corporate-pay
practices.
The cessation of stock-option grants would be "very
unusual," said Pearl Meyer, senior managing director of Steven
Hall & Partners, a New York compensation-consulting
firm. Some companies have stopped giving options to highly
compensated executives, Ms. Meyer said, but "where they
have, they have changed the compensation program to use another long-term
vehicle."
Trading Markets: Steven
Hall & Partners Files Letter With SEC Commenting on Commission's
Proposed Amendments to Executive Compensation - Quick
Facts April
18, 2006
On Tuesday, Steven Hall &
Partners announced that is has filed a letter with the Securities
and Exchange Commission on 'SEC' commenting on the Commission's Proposed
Amendments to Executive Compensation and Related Party Disclosure
Rules.
In its letter to the SEC, Steven Hall &
Partners affirmed its support of executive compensation
disclosure stating that they commend the SEC for proceeding with this
initiative. They fundamentally agree that corporate stakeholders and
potential investors deserve disclosure of executive compensation that is
complete, transparent, comparable from year to year, and comparable from
company to company.
Compliance
Week: Coke Director Pay Plan Raises
Eyebrows April 18, 2006
When
Coca-Cola recently announced plans to tie all its compensation for its
board of directors to specific performance targets, Chief Executive
Officer Neville Isdell crowed: "This all-or-nothing approach to board
compensation aligns the interests of our directors with those of
shareowners more closely than any other compensation formula I have
seen."
Most compensation and governance experts, however, say tying
director compensation to performance is a bad idea.
"It leaves a
conflict of interest between management and directors," says Pearl
Meyer, an executive compensation consultant at Steven Hall &
Partners . "If compensation is based on goals they are
setting, you can ultimately say they are not
disinterested."
The New York
Times: For Leading Exxon to Riches, $144,573 a Day
April 15, 2006
For
13 years as chairman and chief executive, Lee R. Raymond propelled Exxon,
the successor to John D. Rockefeller's Standard Oil Trust, to the pinnacle
of the oil world.
For his efforts, Mr. Raymond, who retired in
December, was compensated more then $686 million from 1993 to 2005,
according to an analysis done for The New York Times by Brian Foley, an
independent compensation consultant.
Pearl Meyer, a senior
managing partner at Steven Hall & Partners, a New York-based
company that advises corporate boards on executive compensation,
said "Lee Raymond is reaping the results of a 43-year career during which
he led the organization through difficult times as well as some good
years." Mrs. Meyer said at her previous firm she
provided consulting services to Exxon's board but was not involved in Mr.
Raymond's retirement compensation.
The Wall
Street Journal: The CEO Health Plan - In Era of Givebacks, Some
Executives Get Free Coverage After They
Retire April 13,
2006
At a time when companies are scaling back health
benefits for other retirees, former top executives at many corporations
are receiving partial or full lifetime medical coverage on top of pensions
valued at millions of dollars, a Wall Street Journal analysis of dozens of
recent securities filings indicates.
Companies are most likely to
promise lifetime health benefits when hiring midcareer or older
executives, especially if their prior employers offered similar perks,
says Steven Hall, managing director of Steven Hall & Partners,
an executive-compensation firm in New
York.
The Wall Street
Journal: The Journal Report: The WSJ 350: A
survey of CEO Compensation Purchase Plan - More
Small-Company Owners Are Selling The Business Now, With The Promise
of Getting Paid Later April 10,
2006
If you run your own company and are seriously
considering selling it, accepting a "buy now, pay later" arrangement may
be a great way to get the deal done. But don't take any future
checks for granted.
Another thorny issue can be how much
operational control the seller should have after the acquisition.
Often, notes Pearl Meyer, senior managing director of New York pay
consultant Steven Hall & Partners, the seller would want to
negotiate for an agreement to make sure that the buyer can't "materially
change" the operations of the acquired business. Changes in
marketing, for instance, could reduce the seller's chance to obtain the
earn-out.
Forbes.com: Ask An Expert - The
Name on The Door March 9,
2006
When Pearl Meyer sold her eponymous
executive compensation firm to Clark/Bardes Holdings (now Clark Inc.) in
2000, she also relinquished the rights to her trademarked name. That
made things a bit difficult last August when Meyer, fed
up with working for a publicly held company, decided to leave Clark to
strike out on her own. She ended up calling the new firm
Steven Hall & Partners, after her longtime
partner.
MSNBC - Baltimore Business
Journal: McCormick Survives Tough Year, But CEO Bonus
Doesn't February 26,
2006
In a year when longtime food industry standout
McCormick & Co. Inc. struggled with problem after problem, CEO Robert
Lawless' bonus fell by more than 50 percent.
Nationwide, companies
are struggling with how to best link bonus pay to company performance,
said Steven Hall, managing director of New York-based executive
pay consultants Steven Hall & Partners
.
Hall had not studied McCormick's proxy, but in
response to a brief description of pay and earnings for 2005, he said, "It
sounds as though they were judging themselves harshly... expecting better
performance, which they didn't meet, and pay suffered as a
result."
Overall, salary hikes for CEOs are slowing after years of
increases, Hall
said.
www.managment-issues: CEO Churn
On The Rise February 9,
2006
After a one-year lull in 2003, CEO turnover among the
top 200 largest U.S. corporations rose in 2004 and 2005, with many
departing bosses receiving generous 'golden goodbyes'.
Sixteen
percent of these 200 largest U.S. companies have a new CEO this year as
compared to 17 percent in 2004 and eight percent in 2003, according to
executive compensation consultants, Steven Hall &
Partners.
Steven Hall & Partners'
analysis also shows that half of the 16 CEOs who departed in 2005 from the
top 100 companies received separation payments, with two who resigned
under pressure from their boards receiving some of the highest cash
payments.
Phillip Purcell, former CEO of Morgan Stanley, is
unlikely to be complaining about receiving almost $44 million in cash,
while Carly Fiorina, former CEO of Hewlett Packard, was paid $14
million.
"Fortunately, these two severance packages were the
exception, not the rule in 2005, but they certainly captured the
headlines. Awards such as these are often questioned as pay for
non-performance," said Steven Hall, Managing Director of Steven
Hall & Partners.
"Going forward, the cost of the
packages like the one received by Carly Fiorina pursuant to her hiring
employment contract with Hewlett Packard will be disclosed up-front under
the proposed Securities and Exchange Commission (SEC) rules and no longer
catch shareholders unaware."
Reuters: US
CEO Turnover High, Golden Parachutes
Questioned February 7,
2006
Thirty-two of the 200 largest companies got new CEOs
last year, down from 34 in 2004 but up from 16 in 2003, according to the
study by Steven Hall & Partners, a New York compensation and
governance consultant . The recent peak is 42, set in
2000.
"Boards are growing increasingly sensitive to corporate
performance, and not letting a situation fester before taking action,"
said Pearl Meyer, senior managing director at Steven
Hall, in an interview.
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