The NASPP Blog

Every week brings us a little closer to mandatory “Say-on-Pay.” Last week (very early Friday morning), Senate and House conferees reached agreement on the finance reform bill. All that remains now is for the House and Senate to vote on the bill and for President Obama to sign it into law–all this is expected to be wrapped up in time for the July 4 holiday. (Is it just me or does it seem like all major regulatory changes happen right before a holiday? It’s a good thing we have holidays or nothing would ever get done in this country.)

The full bill is 2,000 pages long–a little light reading for down-time during your 4th of July picnic. For those of you that want the cliff-notes version, we’ve posted a 23-page excerpt of the sections relating to executive compensation.

A Triennial Requirement (or How Much Control Will Your Shareholders Want)?

The final bill would allow companies to seek shareholder approval to hold a Say-on-Pay vote only once every two or three years, rather than requiring the vote every year. Shareholders would have to be allowed to vote on the frequency of Say-on-Pay votes at least once every six years. This must be a separate resolution from the Say-on-Pay vote.

SCT for Rank-and-File Employees

The final bill requires companies to disclose the median pay of all employees other than the CEO and the ratio of this pay to the CEO’s pay. “Pay” for this purpose is computed based on the requirements for reporting total compensation in column (j) of the Summary Compensation Table. The amount for employees other than the CEO will be disclosed on a aggregate basis (you won’t disclose pay for non-NEOs on an individual basis)–but to get to the aggregate amount, you’ll have to apply the SCT principles to each individual employee. Now would be a good time to check with your administrative service providers to determine if their solution offers a report to assist with this calculation.

A Bill by Any Other Name

The last motion on the bill was to change the name to the “Dodd-Frank Wall Street Reform and Consumer Protection Act.” That’s quite a mouthful, so Broc Romanek, in his June 28 blog on the bill, has a poll on what the shorthand name should be. True to my 80’s roots, my favorite is the “Doddy-Frank Goes to Hollywood Act (Relax, don’t do it…)”

18th Annual NASPP Conference
Scheduled for Sept 20-23, the 18th Annual NASPP Conference is timed perfectly to help our members prepare for mandatory Say-on-Pay. Just announced–we’ve added a special Say-on-Pay track, featuring key advice and real-world strategies from in-the-know practitioners. Register for the Conference today.

NASPP New Member Referral Program
Refer new members to the NASPP and your NASPP Conference registration could be free.  You can save $150 off your registration for each new member you refer, up to the full cost of registration. You’ll also be entered into a raffle for an Apple iPad and the new members you refer save 50% on their membership–it’s a win-win!   

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

• Register for the 18th Annual NASPP Conference.
• Don’t miss today’s Ask the Experts webcast on “Estimating, Applying and Reconciling Forfeiture Rates.”
• Refer new members to the NASPP so you qualify for the raffle and Conference discount available in our New Member Referral Program.
• Complete the Compliance-O-Meter quiz on Excel Skills.
• Take the “Question of the Week” challenge.
• Renew your NASPP membership for 2010 (if you aren’t an NASPP member, join today).

– Barbara