Class warfare fodder? Dodd-Frank also requires the disclosure of a new ratio: comparing a company's median annual compensation for employees to that of its chief executive.
The Securities and Exchange Commission has yet to propose the rules.
"It's low on the SEC's priority list," said Aaron Boyd, Equilar research director. Uncertainties include whether or how to include contract or foreign workers in the math.
And "most companies do not like it," Boyd said. They cite such factors as the cost to calculate it, the meaninglessness of the ratio, and the fear that it's being required to make management look bad.
At least one company is taking baby steps. Grand Rapids, Mich.-based Spartan Stores Inc. has disclosed the ratio of its CEO pay to its other top executives -- 3.4 to 1..
Too much information? Proxy statements typically include a "compensation discussion and analysis" section.
Since 2009, the length of the average CD&A for S&P 1500 companies is up 14 percent to 7,340 words, Equilar said.
Chicago-based Telephone & Data Systems Inc. is among the most verbose, using 20,000 words to explain its pay; Berkshire Hathaway Inc. has one of the shortest, about 500 words.
One year at a time: Corporate boards continue to move toward annual elections.
Nearly 60 percent of S&P 1500 companies had "declassified" boards in 2011, growing consistently over the years and up from 49 percent in 2007, Equilar said.
Shareholder Rights Project, part of Harvard's law school, and eight institutional investors, including the Florida State Board of Administration, the Illinois State Board of Investment and the Los Angeles County Employees Retirement Association, in November said they're encouraging 74 companies to move to annual elections in 2013.
The companies include Costco Wholesale Corp., which in its Dec. 13, proxy asks investors to vote against the shareholder proposal.
"The board, with its current structure, has overseen a sustained period of strong performance," Costco said in one of its arguments.
Upon further review: Companies commonly pay annual cash retainers to directors.
But just showing up for meetings is no longer a way to make a little extra.
The percentage of S&P 1500 companies that provide regular board meeting attendance fees fell from 60 percent to 44 percent between 2007 and 2011, Equilar said.
Instead, directors must take a more active role to get paid more.
In a proxy filed with the SEC on Dec. 14, Destination Maternity Corp. said its compensation consultant, Hay Group, said meeting fees were "no longer a typical practice."
So the Philadelphia-based retailer has eliminated meeting fees for directors' 2013 compensation. Outside directors had been paid $1,500 a meeting.
Meanwhile, their retainer has been raised from $6,250 a quarter to $12,500 a quarter.
Also, chairmen of Destination's audit and compensation committees will be paid an additional $3,750 a quarter. They previously were paid an additional $2,500 and $1,250, respectively.
Such changes "are expected to somewhat increase the annual total compensation that each of our non-employee directors receive," but "this revised policy is more in keeping with current market practices as it relates to eliminating the payment of meeting fees."
Let's stay together: More companies are kissing and telling about efforts to keep investors happy.
Oshkosh Corp., in its Dec. 14, proxy, laid out its "shareholder engagement."
"Each quarter, management contacted the 20 largest shareholders, offering them an opportunity to discuss our most recent quarterly results," the maker of heavy-duty specialty trucks wrote.
The Oshkosh, Wis.-based company also noted how, at its Sept. 14 analyst day, it gave updates, goals and spending plans for each business. It said it also has asked shareholders for advice on ways to improve the board, including asking what skills they consider important.
"We considered the responses, including the need for impartiality and to be an advocate for the interests of all shareholders, and our board's director nominees for the annual meeting include one new nominee with those skill sets," said Oshkosh, which has been under pressure from investor Carl Icahn.
Oshkosh said search firm SpencerStuart recommended Stephen Newlin, saying he transformed his Avon Lake, Ohio-based plastics business, PolyOne Corp., through divestitures, acquisitions, cost-cutting, investments and expansion.
Oshkosh assured shareholders that "SpencerStuart completed thorough reference checks" and employee-screening firm Kroll has done "thorough background checks" on the nominee.
Oshkosh also encouraged shareholders to write to its board and included the address to do so.
Distributed by MCT Information Services
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