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Annual & Long-Term Incentive Program Design

Read about recent trends in annual and long-term incentive program design, including budgeting, selection of performance metrics, target setting, the role of discretion, vehicle mix, and the role of equity in talent retention.

Pay for performance or pay for results?

For the last few decades, the focus of executive compensation has been to align pay with performance.Nearly every company includes “pay for performance” as a core principle of the executive compensation design, and compensation committees consider managing the pay for performance relationship as one of their primary governance responsibilities. But what exactly does “pay for performance” mean? For most companies, pay for performance has traditionally meant the following: identify key business metrics; set challenging but attainable performance objectives; and deliver pay for achieving those objectives. Read more

A Look Behind the Numbers

Can performance restricted stock units deliver a better payday for executives? Recent trends in the choice of long-term incentive vehicles have driven companies away from options to performance restricted stock units (PRSUs). This partly stems from ongoing pressure from proxy advisers and some institutional investors. In one study of S&P 1500 companies, the use of options in all companies declined from 77.2 percent in 2009 to 63.9 percent in 2013, while the use of performance-based equity rose from 45.5 percent in 2009 to 68.9 percent in 2013. A leading cause of this shift is that many organizations, including Institutional Shareholder Services (ISS) and Glass, Lewis & Co. LLC, consider PRSUs performance-based, unlike options. Read more

Goal Setting: Meeting Stakeholder Expectations in an Increasingly Dynamic and Complex World

The perennial challenge of setting meaningful, yet realistic, incentive-plan goals has become ever more difficult in an increasingly complex and rapidly changing business world. Companies now must also accommodate the growing importance of a range of stakeholders. Read more

Checklist for Total Shareholder Return Incentive Plans

Does your company’s total shareholder return align with its business goals? The "Checklist for Incentive Plans Total Shareholder Return," by Mark Emanuel, offers a list of common critiques of relative TSR plans. Download the full report now! Read more

TSR Can be a Flawed Incentive Measure

The most effective executive compensation programs today strike the balance across key stakeholders — boards of directors, management teams, and shareholders. For many companies, performance-based equity has become the principal component of executive pay. Roughly 65% of large U.S. companies grant performance-based equity today and half of those use relative total shareholder return (TSR) as a performance measure. At first blush, relative TSR has strong conceptual appeal — executives earn grants only when they create more shareholder value than other companies. Upon deeper review, however, relative TSR has flaws as an incentive measure. Read more

How to Set Threshold and Maximum Payouts That Are Tailor-Made For Your Company

Compensation committees sometimes feel challenged by the task of setting targets for annual goals. Not only do they have to address the upside potential and downside risk in the company’s business plan, but also other factors that include external headwinds and tailwinds associated with macroeconomic factors, competitive opportunities and threats, technological disruptions, and regulatory changes. That said, the task of setting annual targets can become quite complex. Read more

When It’s OK to Lower the Performance Bar

When it comes to executive compensation and company performance, directors commonly go by the following “rule:” The goals for the coming year should exceed last year’s results. Some directors believe that, if performance goals decline, executives should not receive any bonus, even if the business environment won’t allow the company to exceed its prior performance record. But the rule that requires companies to always set higher goals for top-line and bottom-line results should not be considered hard-and-fast. Even as companies aim for long-term, continuous improvement, there are legitimate cases when lowering the bar is acceptable. Read more

Five Questions Directors Should Ask About Restricted Stock

The landscape for long-term incentive plan design has radically changed, as companies have largely replaced stock options with restricted stock as the main component of long-term incentives granted to executives. Research firm Equilar has found the percentage of S&P 1500 businesses granting options decreased from 79% in 2007 to 75% in 2012, while companies issuing restricted stock jumped from 80% to 92% in the same period. Read more