Executive Compensation Best Practices
(Sprache: Englisch)
Praise for Executive Compensation Best Practices "Fred Lipman and Steve Hall have written a book that should be the bible of every compensation committee chair and be read by every committee member.
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Praise for Executive Compensation Best Practices "Fred Lipman and Steve Hall have written a book that should be the bible of every compensation committee chair and be read by every committee member.
Klappentext zu „Executive Compensation Best Practices “
Praise for Executive Compensation Best Practices"Fred Lipman and Steve Hall have written a book that should be the 'bible' of every compensation committee chair and be read by every committee member. Their well-balanced listing of what 'best practices' should be in fixing executive compensation is a checklist for every compensation committee meeting. Their recognition that a compensation committee can be as derelict in setting compensation policy too low as it has been setting it too high is a particularly important observation." -Roderick Hills, former chairman of the U.S. Securities and Exchange Commission Hills Stern & Morley LLP
"This book is the most authoritative guide I have read on executive compensation. In today's climate it is a must read for board members, CEOs, and senior human resources leaders from companies of every size, and we strongly recommend it to our executive search clients." -Alan J. Kaplan, President & CEO, Kaplan & Associates, Inc.
"Executive Compensation Best Practices by Fred Lipman and Steve Hall provides a valuable addition to any corporate governance library. The book contains a comprehensive coverage of best U.S. compensation practices with?numerous practical examples-for instance, there is an interesting discussion on the impact of the growth of private equity upon compensation levels. The book also includes helpful discussions of the latest SEC rules that will be invaluable for directors who are currently members of compensation committees. I enjoyed reading it." -Chris Pierce, CEO, Global Governance Services Ltd., United Kingdom
"Every member of a board compensation committee should be reading this book, and then keep it close-by for ready reference." -Fenton R. Talbott, Chairman of the Compensation Committee StoneMor Partners L.P.
"Executive compensation is one of the complex and sensitive issues facing all executives, boards, media, regulators, and investors with great
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accounting, tax, and stock market implications. Lipman and Hall have done an excellent job of simplifying the complex subject matter useful to all interested parties." -S. Rao Vallabhaneni, author of Corporate Management, Governance, and Ethics Best Practices
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Inhaltsverzeichnis zu „Executive Compensation Best Practices “
Chapter 1. Introduction.Should the CEO be Rewarded or Punished for Events Beyond the CEO's Control?
Warren E. Buffett on Executive Compensation.
CEO Compensation Theories.
CEO Forced Exit Packages.
Private Equity Compensation.
Entertainment and Sports Celebrities.
Benefits of Good Corporate Governance.
Chapter 2. Motivating Executive Performance.
Tying Performance to the Strategic Plan.
Unintended Consequences.
Firm Expansion and CEO Pay.
Equity-Based Compensation.
A New Role for CEOs.
Minimum Equity Ownership Requirements.
Chapter 3. Peer Groups and Benchmarking.
Adjusting the Peer Group.
Peer Groups for Different Levels of Executives.
Benchmarking.
Lake Wobegon Effect.
Benchmarking with Medians.
Chapter 4. Competing with Private Equity Funds.
Chapter 5. Explaining Eexcutive Compensation to Shareholders.
Introduction.
Reconstructing Executive Compensation Disclosure for Shareholders.
Satisfying Investor Expectations.
Chapter 6: Compensation Committee Ordinary Operations.
SEC Action against Tyson Foods.
Earnings on Deferred Compensation.
Practical Steps for Compensation Committees.
Other Best Practices.
Chapter 7. Negotiating Executive Employment and Severance Agreements.
Negotiating With New CEO Candidates.
Negotiating With Existing CEOs.
Best Practices Applicable to New and Existing CEOs.
Council of Institutional Investors.
Gross-Up Clauses.
Retirement Arrangements.
The Grasso Case.
Section 409A of the Internal Revenue Code.
Best Practices in Negotiating Employment or Severance Agreements.
Chapter 8. Compensation Committe Structure and Process.
Creating Incentives for Good Corporate
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Governance.
Disney Litigation.
Chapter 9. Equity Incentive Choices.
Overview of Equity Incentives for Key Employees.
Dilution.
Stock Option versus Stock Appreciation Rights.
Restricted Stock versus SARs or Phantom Appreciation Plans.
Phantom Plans.
ISOs versus Non-ISOs.
The Advantage of ISOs.
Non-ISOs with Tax Reimbursement.
The Tax Benefit to the Company.
Chapter 10. Option Granting Practices.
Option Granting Practices.
The Council of Institutional Investors.
Equity Retention Practices.
Chapter 11. Director Compensation.
Retainer and Differential Pay.
Minimum Equity Requirements.
Director Compensation Procedure and Process.
Shareholder Approval.
Perquisites, Repricing and Exchange Programs, Change in Control and Severance Payments.
Disgorgement.
Chapter 12. Negotiating for the Executive.
CEO Turnover.
New Candidates for CEO or Other Executive Positions.
Employment Agreements with Private Equity Buyers of CEO's Business.
Chapter 13. Executive Compensation and Section 409A of the Internal Revenue Code.
Background.
Plans That Do Not Provide For the Deferral of Compensation.
Nonqualified Deferred Compensation Plan - Plans That Provide For Deferred Compensation.
Special Rule Applicable to Specified Employees.
Change-in-Control Events.
Change in the Ownership of a Corporation.
Change in the Effective Control of a Corporation.
Change in Ownership of a Substantial Portio
Disney Litigation.
Chapter 9. Equity Incentive Choices.
Overview of Equity Incentives for Key Employees.
Dilution.
Stock Option versus Stock Appreciation Rights.
Restricted Stock versus SARs or Phantom Appreciation Plans.
Phantom Plans.
ISOs versus Non-ISOs.
The Advantage of ISOs.
Non-ISOs with Tax Reimbursement.
The Tax Benefit to the Company.
Chapter 10. Option Granting Practices.
Option Granting Practices.
The Council of Institutional Investors.
Equity Retention Practices.
Chapter 11. Director Compensation.
Retainer and Differential Pay.
Minimum Equity Requirements.
Director Compensation Procedure and Process.
Shareholder Approval.
Perquisites, Repricing and Exchange Programs, Change in Control and Severance Payments.
Disgorgement.
Chapter 12. Negotiating for the Executive.
CEO Turnover.
New Candidates for CEO or Other Executive Positions.
Employment Agreements with Private Equity Buyers of CEO's Business.
Chapter 13. Executive Compensation and Section 409A of the Internal Revenue Code.
Background.
Plans That Do Not Provide For the Deferral of Compensation.
Nonqualified Deferred Compensation Plan - Plans That Provide For Deferred Compensation.
Special Rule Applicable to Specified Employees.
Change-in-Control Events.
Change in the Ownership of a Corporation.
Change in the Effective Control of a Corporation.
Change in Ownership of a Substantial Portio
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Autoren-Porträt von Frederick D. Lipman, Steven E. Hall
FREDERICK D. LIPMAN is a senior partner with the international law firm of Blank Rome LLP and also the President of the Association of Audit Committee Members, Inc., a nonprofit organization. He was a lecturer in the MBA program at the Wharton School of Business and at the University of Pennsylvania Law School. A graduate of Harvard Law School, he has more than forty years' experience in areas of corporate governance, M&As, private equity, and IPOs. Mr. Lipman is the author of ten other books including Audit Committees and Wiley's recent Corporate Governance Best Practices. He has appeared on television programs on CNBC, CNN, and Bloomberg as a national commentator on initial public offerings, venture capital, mergers and acquisitions, and stock options. He has been quoted in the Wall Street Journal and other publications and is located in the Philadelphia, Pennsylvania office of Blank Rome LLP.STEVEN E. HALL is founder and Managing Director of Steven Hall & Partners, a compensation consulting firm located in New York City. He has over thirty years of experience in rendering advice to organizations in both the public and private arenas on a broad array of topics, including executive compensation, board remuneration, and governance issues related to the compensation committee. Mr. Hall is also a member of the faculty of the National Association of Corporate Directors (NACD), where he teaches courses focused on the responsibilities of board members in the areas of executive compensation and corporate governance. He is a frequent author and speaker and has appeared as a commentator on CNBC, CNN, and other national networks. He has also been quoted in the New York Times, the Wall Street Journal, and other U.S. and international periodicals.
Bibliographische Angaben
- Autoren: Frederick D. Lipman , Steven E. Hall
- 2008, 1. Auflage, 336 Seiten, Maße: 23,8 cm, Gebunden, Englisch
- Verlag: Wiley & Sons
- ISBN-10: 0470223790
- ISBN-13: 9780470223796
- Erscheinungsdatum: 22.04.2008
Sprache:
Englisch
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