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Table of Contents Prologue: The Compensation Committee Meets Introduction: The Battle over Executive Compensation Executive Compensation in the U.S. Corporate Model The Goals of Executive Compensation Our Approach Chapter 1 The Myths and Realities of Pay for Performance The Realities of Pay for Performance Other Issues Case Studies Chapter 2 The Myth of Managerial Power Academic Response to Bebchuk and Fried The Realities of Managerial Power Camouflaged Compensation At-the-Money Strike Prices Repricings and Reloads Diversifying, Hedging and Timing Peer Group Data and Upward Bias Other Factors in Setting Pay Fixed Shares vs. Constant Dollar Techniques Conflicts of Interest Chapter 3 External Pressures: The New Context For Executive Compensation Characteristics of External Forces Cyclical Reforms and Unintended Consequences The Genesis of the Current Environment The Regulators Securities and Exchange Commission Financial Accounting Standards Board Internal Revenue Service NYSE and NASDAQ Congress The Reformers Institutional Investor Perspectives Concerns with Lack of Pay for Performance Stock Incentives Performance Metrics Severance and Change-in-Control Agreements The Financial Activists LBO Impact Impact of Change-in-Control Protection Hedge Funds Media Critics and Public Figures What We Can Learn Chapter 4 End Of An Era: The Decline of The Stock Option The 1990s: The Decade of The Stock Option 2000--2002: A Turning Point The Decline of The Stock Option The Realities of Expensing Perceived Value The Case for Stock Options Costs and Stock Prices Reducing the Expense Chapter 5 The Future Of Long-Term Incentives Factors Influencing LTI Design Designing a LTI Program Setting Performance Goals and Metrics Basis for Measurement Goal Setting Determining Share Award Sizes A Look to the Future Chapter 6 Executive Stock Ownership: The Solution To The Executive Compensation Crisis Agency Theory and Costs Moral Hazard Driving Superior Returns Stock Ownership Guidelines Stock Holding Requirements Net Share Retention Requirements Other Mechanisms For Creating Ownership Management Stock Purchase Plans Finding the Right Solutions Chapter 7 Director Compensation in the New Environment The Evolution of Director Compensation Move Away from Stock Options Activity-Based Compensation Compensating Committee Chairs and Members General Electric as a Reference Point Director Compensation Levels and Mix Director Share Ownership Stock Ownership Guidelines Net Share Holding Requirements Ownership Effectiveness Structuring the Optimal Director Compensation Package The Future of Director Compensation Chapter 8 The Compensation Committee: Creating A Balance Between Shareholders And Executives Legal Context Right from Wrong? Foundations for Best Practices Creating Excellence in Corporate Governance Institutional and Regulatory Governance Recommendations and Mandates Consultant Independence Setting the CEO's Pay as Rigorously as Possible Case Study of an Internal Promotion Creating a Pay-for-Performance Environment Rule 10b5--1 Plans -- Preannounced Purchases or Sales of Stock Best Governance Practices in Designing Annual and Long-Term Incentives Chapter 9 Aligning All Employee Pay To Improve Corporate Performance Elements of Alignment Untenable Forms of Alignment Performance Pay Solutions Employee Stock Ownership The Role of Stock Options Moving Beyond Options Converting To Restricted Stock Adjusting Stock-Based Incentives Alignment in Practice Building Better Alignment Chapter 10 International Executive Pay Comparisons U.S. Competitive Advantage The International Executive Pay Gap United Kingdom France Canada Asia In Summary Conclusion: The Future of Executive Compensation Epilogue: Back in the Boardroom Acknowledgements [to come] Appendix A Legal and Regulatory Requirement for Executive Compensation Plans Nonqualified Stock Options Incentive Stock Options Stock Appreciation Rights Restricted Stock Units Restricted Stock Appendix B Summary of the Regulatory and Institutional Mandates and Recommendations CalPERS TIAA-CREF Fidelity Vanguard Union-Sponsored Funds Other Organizations The Council of Institutional Investors Institutional Shareholder Services Glass, Lewis & Company National Association of Corporate Directors The Conference Board Appendix C Academic Articles on Pay for Performance and the Executive Labor Market Index Endnotes
Library of Congress Subject Headings for this publication:
Chief executive officers -- Salaries, etc. -- United States.
Executive ability -- United States.
Competition, International.