the winds of change blow once again

The Winds of Change Blow Once Again

EXEQUITY

Executive Compensation and Corporate Governance Provisions (Sections 951–957 and 971–972)

National Association of Stock Plan Professionals Chicago ChapterEXEQUITYIndependent Board andManagement Advisors

National Association of Stock Plan Professionals—Chicago Chapter

August 3, 2010

To protect the confidential and proprietary information included in this material, it may not be disclosed or provided to any third parties without the approval of Exequity LLP.

Background

The following presentation walks through the highlights of the executive compensation provisions contained in the Dodd-Frank Wall Street Reform and Consumer Protection Act This presentation is based on the final version of the billDodd Frank Wall Street Reform and Consumer Protection Act. This presentation is based on the final version of the bill dated July 16, 2010 and posted on the Government Printing Office’s Web page: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h4173enr.txt.pdf (under Title IX—Investor Protections and Improvements to the Regulation of Securities Sections 951–957 and 971–972).

The Act was signed into law by President Obama on July 21.g y y

1SP/NASPP/Dodd-Frank_20100803 Exequity

For more information about Exequity, please visit our Web site at www.exqty.com.

Overview

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) has several provisions that impact executive compensation including:impact executive compensation, including:■ A nonbinding shareholder vote on the compensation of executives as disclosed in the proxy (“say on pay vote”) at

least once every 3 years.■ A nonbinding shareholder vote on the frequency of the say on pay vote at least once every 6 years.■ A nonbinding shareholder vote on golden parachutes.■ Requirement for most public companies to have only independent directors on their compensation committees.■ Requirement for most public companies’ compensation committees to utilize only independent compensation

consultants and other advisors.■ Mandate for most compensation committees to be given authority to retain a compensation consultant and

i d d t l l l d th d i i l di fi l th itindependent legal counsel and other advisers, including fiscal authority.■ Requirement for companies to disclose more information about executive compensation, including:

Pay versus performance;Median annual total compensation of all employees;CEO’ l t t l ti dCEO’s annual total compensation; andRatio of median annual total compensation of all employees to that of the CEO.

■ Requirement for public companies to implement a clawback policy.■ Requirement for companies to disclose their policy with respect to executive and director hedging of company

equity securities


equity securities.■ Making covered financial institutions subject to enhanced compensation structure reporting and prohibitions.■ Eliminates broker votes on director elections, executive compensation, or any other significant matter, as

determined by the Securities and Exchange Commission (SEC), for uninstructed shares held by beneficial owners.

Say on Pay Provisions

■ Separate shareholder vote in proxy at least once every 3 years to approve the compensation of executives as disclosed in the proxy (CD&A, tabular and narrative disclosures), i.e., “say on pay.”in the proxy (CD&A, tabular and narrative disclosures), i.e., say on pay.

■ Separate shareholder vote in proxy at least once every 6 years to determine whether shareholder vote on compensation will occur every 1, 2, or 3 years.

■ Both the shareholder say on pay vote and the say on pay frequency vote are not binding on the company or the company’s board of directors.

■ Effective for shareholder meetings occurring more than 6 months after Dodd Frank is enacted■ Effective for shareholder meetings occurring more than 6 months after Dodd-Frank is enacted.■ Institutional shareholders will be required to disclose their votes on say on pay and say on pay frequency.

Issues/Concerns■ Companies will need to present both of the above shareholder votes in their first proxy filed more than 6 months after

the enactment of Dodd-Frank.Next year will be a banner year for management say on pay proposals.As currently written, requires “say on pay” vote next year even if previously agreed to biennial or triennial votes and otherwise not scheduled next year.

■ Both the actual say on pay vote and the frequency vote are not binding Theoretically companies can decide on the■ Both the actual say on pay vote and the frequency vote are not binding. Theoretically, companies can decide on the frequency they’d like to utilize. Practically, if a company chooses a frequency other than what shareholders vote for, could be in for some shareholder attention. Similarly, ignoring a negative say on pay vote is likely to cause greater shareholder scrutiny/action.

■ Likely to increase the influence of proxy advisory firms less than if annual say on pay votes had been mandated, but that might be a moot point if majority practice remains providing an annual say on pay vote.


g p j y p p g y p y■ Say on pay vote is on historic pay that is disclosed in the proxy, not necessarily on the compensation plans and

programs for the upcoming year as is the case in the U.K.■ Say on pay vote likely to become a “check-the-box” exercise in compliance.

Golden Parachute Votes

■ In any proxy for a meeting where shareholders will be asked to approve an acquisition, merger, consolidation, or proposed sale or other disposition of all or substantially all the assets of an issuer (CIC) the following must beproposed sale or other disposition of all or substantially all the assets of an issuer (CIC), the following must be disclosed and a separate, nonbinding shareholder vote must be held to approve:

Any agreements or understandings with named executive officers concerning any type of compensation that is based on or otherwise relates to the acquisition, merger, consolidation, sale, or other disposition of all or substantially all the assets of the issuer (“CIC Compensation”);Th t t t l f ll h ti th t ( d th diti hi h it ) b idThe aggregate total of all such compensation that may (and the conditions upon which it may) be paid or become payable to or on behalf of such executive officer; and

■ Effective for shareholder meetings occurring more than 6 months after Dodd-Frank is enacted.■ This vote is not required if agreements or understandings were previously subject to a say on pay vote.

Issues/Concerns■ Broad definition of CIC Compensation; seems to include vesting of prior awards like IRC Section 280G. Thus,

disclosure and vote seems expansive.■ The rules specifically provide that no vote is necessary if previously approved in say on pay vote. If no design

h ill i t li i t d t h t i ? C th “ t t t l” bchanges occur, will a prior vote eliminate need to have vote in merger proxy? Can the “aggregate total” be adequately disclosed and approved in a prior proxy?

■ How (if at all) will this relate to the termination disclosures for named executive officers in proxies? Will this change the current form of disclosure, either by rule or practice?

■ What happens if the board has authorized CIC Compensation and contractually bound the company but


shareholders don’t agree? The shareholder vote is nonbinding—what will the practical consequence be? Can or will companies guard against such a scenario, e.g., will contracts contain shareholder approval contingency clauses?

Compensation Committee Independence

■ Companies will not be permitted to be publicly listed unless their compensation committees are composed entirely of independent directorsof independent directors.

■ Definition of “independence” will be issued by the national securities exchanges and associations, taking into consideration relevant factors, including:

The source of compensation of a director, including any consulting, advisory, or other compensatory fee paid by the company to such director; andWhether the director is affiliated with the company, a subsidiary, or an affiliate of a subsidiary.

■ The SEC shall permit national securities exchanges and associations to exempt a particular relationship from the above requirements, taking into consideration the size of the company and any other relevant factors.

Issues/ConcernsIssues/Concerns■ We expect the definition of independence to be largely the existing definitions used by the national securities

exchanges and associations for audit committee members, tailored to members of the compensation committee.■ This requirement will put a final nail in the coffin of having nonindependent directors sit on a compensation

committee (which is now only a minor practice).


Independence of Compensation Consultants and Other Compensation Committee AdvisersOther Compensation Committee Advisers

■ Compensation committees of public companies may only select a compensation consultant, legal counsel, or other adviser (“advisers”) after taking into consideration the factors identified by the SECadviser ( advisers ) after taking into consideration the factors identified by the SEC.

■ The SEC must identify factors that affect the independence of an adviser. Such factors shall be competitively neutral among categories of advisers and preserve the ability of compensation committees to retain the services of members of any such category, and shall include:► The provisions of other services to the company by the person that employs the adviser;► The amount of fees received from the company by the person that employs the adviser, as a percentage of

the total revenue of the person that employs the adviser;► The policies and procedures of the person that employs the adviser that are designed to prevent conflicts of

interest;► Any business or personal relationship of the adviser with a member of the compensation committee; and► Any business or personal relationship of the adviser with a member of the compensation committee; and► Any stock of the company owned by the adviser.

■ The compensation committee, at its discretion, may retain the services of an adviser. However, this does not:Require the compensation committee to implement or act consistently with the advice or recommendations of the adviser; orAffect the ability or obligation of a compensation committee to exercise its own judgment in fulfillment of the duties of the compensation committee.

■ Required disclosures—for any shareholder meeting occurring on or after the 1-year anniversary of the date of enactment of Dodd-Frank, public companies will be required to disclose in their proxies whether:

The compensation committee retained or obtained the advice of a compensation consultant; and


The compensation committee retained or obtained the advice of a compensation consultant; andThe work of the compensation consultant has raised any conflict of interest and, if so, the nature of the conflict and how it is being addressed.

Independence of Compensation Consultants and Other Compensation Committee Advisers (Continued)Other Compensation Committee Advisers (Continued)

■ Companies that fail to comply with the requirements of this section of Dodd-Frank will be prohibited from being publicly listed; those failing to comply will be given a “reasonable opportunity to cure any defects” before their listingpublicly listed; those failing to comply will be given a reasonable opportunity to cure any defects before their listing is prohibited.

■ SEC will permit the national securities exchanges and associations to exempt a category of issuers from the compensation committee independence and independent adviser requirements.

Shall take into account the potential impact on smaller reporting companies.Controlled companies shall be exempt from these requirements.► Controlled company is a company that is listed on a national securities exchange or association and holds

an election for the board of directors in which more than 50% of the voting power is held by an individual, a group, or another company.

■ The SEC must conduct a study and review of the use of compensation consultants and the effects of such use and■ The SEC must conduct a study and review of the use of compensation consultants and the effects of such use and submit a report to Congress within 2 years after enactment of Dodd-Frank on the results of such study and review.

Issues/Concerns■ The language does permit compensation committees to engage any adviser they like so long as they at least

id th f t t b l t d b th SECconsider the factors to be promulgated by the SEC.■ However, consistent with current trends, these requirements will likely persuade a majority of companies to engage

independent advisers to advise their compensation committees.■ Unclear just how the factors mentioned in Dodd-Frank will be applied by the SEC.■ The SEC regulations are unlikely to outright prohibit the consultant from providing any other services to the


■ The SEC regulations are unlikely to outright prohibit the consultant from providing any other services to the company, but this may in practice become a compensation committee requirement. Note, this also applies to other advisors such as legal counsel; this could result in committees engaging different legal counsel than the counsel involved in other corporate matters.

Executive Compensation Disclosures

■ Pay vs. Performance—SEC must require each company to disclose in any proxy for an annual meeting a clear description of any compensation required to be disclosed under the proxy disclosure rules including:description of any compensation required to be disclosed under the proxy disclosure rules, including:

Information that shows the relationship between executive compensation actually paid and the financial performance of the company, taking into account any change in the value of shares of stock and dividends and any distributions; this disclosure may include a graphic.

■ Additional Disclosures—SEC shall require companies to disclose in any filing which requires disclosure regarding the compensation of a company’s named executive officers:the compensation of a company s named executive officers:

The median of the annual total compensation of all employees, except the CEO (Median Employee Annual Compensation);The annual total compensation of the CEO (CEO Annual Compensation); and The ratio of the Median Employee Annual Compensation to the CEO Annual Compensation.► Total compensation is defined as it is for purposes of the Total Compensation column in the Summary

Compensation Table.

Issues/Concerns■ Determining the Median Employee Annual Compensation will take a significant amount of work for companies with■ Determining the Median Employee Annual Compensation will take a significant amount of work for companies with

large employee bases and/or operations in multiple countries. For example, total compensation includes annual pension increases which can significantly increase the disclosure burden.

■ Since ratios will almost always be a sizeable multiple, it is likely to spark shareholder ire where company performance is subpar. Note, again, that this ratio is done largely based on pay opportunity rather than actual pay realized, particularly with respect to equity incentives.


p y p q y■ This pay ratio concept has historically been used to compare executive pay across various countries. However, it is

unlikely to guide future pay decisions nor allow for solid comparisons across companies. For example, outsourcing decisions can have a material impact on the calculation.

Clawback Provision—Recovery of Erroneously Awarded Compensation PolicyCompensation Policy

■ Public companies can only be listed if they comply with the following requirements:E h h llEach company shall: ► Disclose its policy on incentive-based compensation that is based on financial information required to be

reported under the securities laws; and► In the event that the company is required to prepare an accounting restatement due to the material

noncompliance of the company with any financial reporting requirement under the securities laws, recover from any current or former executive officer who received incentive-based compensation (including stock options awarded as compensation) during the 3-year period preceding the date on which the company is required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to the executive officer under the accounting restatement.

Issues/Concerns■ How will compensation that is based on or related to the movement in the company’s stock price be treated under

this required clawback policy? In other words, with respect to such awards, how can a company determine what “excess amount” was paid if the stock price reflected the market’s understanding of the financial reporting information that was restated?

■ Will shareholders have the right to bring a derivative action under this provision if a company does not?■ How will this clawback provision interact with any mandatory holding periods a company has imposed on

company securities received by executives or directors, especially where the amounts held relate to a period prior to the 3-year period prior to any required restatement?C th “ i t ” l b k t b d fi d t thi b it t i i ifi t di ti ?


■ Can the “appropriate” clawback amount be defined or must this by its nature require significant discretion?■ How will other legal challenges be addressed (e.g., wage laws), if at all?

Disclosure Regarding Employee and Director Hedging

■ SEC shall require companies to disclose in any proxy for an annual meeting whether any employee or member of the board of directors or any designee of such employee or director is permitted to purchase financial instrumentsthe board of directors, or any designee of such employee or director, is permitted to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of equity securities:

Granted to the employee or director by the company as part of his compensation; orHeld, directly or indirectly, by the employee or director.

Issues/Concerns■ Given the Section 16 insider trading rules, hedging activities by officers and directors were not prevalent practice.■ However, this will cause companies to formalize an anti-hedging policy (if they have not already done so) and apply

the policy to all employeesthe policy to all employees.■ To the extent any employee or director is hedging, and the company is concerned about disclosing such

transactions, they may wish to undo these transactions prior to the filing of their next proxy.


Enhanced Compensation Structure Reporting for Financial CompaniesCompanies

■ Covered financial institutions will be subject to new rules and regulations to be promulgated by the appropriate Federal regulators within 9 months after enactment of Dodd-FrankFederal regulators within 9 months after enactment of Dodd Frank.

■ These regulations will require each covered financial institution to disclose to the appropriate Federal regulator the structures of all incentive-based compensation arrangements offered by such covered financial institutions sufficient to determine whether the compensation structure:

Provides an executive officer, employee, director, or principal shareholder with excessive compensation, fees, b fitor benefits; or

Could lead to material financial loss to the covered financial institution.■ Covered financial institutions with less than $1 billion of assets will be exempt from these requirements.

Issues/ConcernsIssues/Concerns■ Based on the review conducted by the Federal Reserve of large, complex banking organizations, it is safe to

assume that the appropriate Federal regulators will be looking to make significant changes with respect to compensation, including requiring:

Mandatory holding periods;A significant portion of compensation to be deferred; andIntroducing an absolute metric governing payouts of any performance-based compensation subject to relative performance measures, e.g., relative total shareholder returns.

■ We believe compensation at covered financial institutions will be transformed as a result of this provision and the Federal Reserve’s recent review It remains to be seen how compensation programs will be changed and the


Federal Reserve s recent review. It remains to be seen how compensation programs will be changed and the impact this may have on financial institutions’ ability to attract, motivate, and retain key talent.

Voting by Brokers

■ Dodd-Frank prohibits brokers from voting securities unless the beneficial owner has instructed the broker how to vote the proxy on the following matters:vote the proxy on the following matters:

Election of directors;Executive compensation; orAny other significant matter, as determined by the SEC.

But does not include the uncontested election of directors of any investment companyBut does not include the uncontested election of directors of any investment company.■ Dodd-Frank specifically does not prohibit a national securities exchange from promulgating rules that would expand

the list of such matters regarding which brokers are prohibited from voting without instructions from the beneficial owner.

Issues/Concerns■ This provision will apply to the new mandatory say on pay votes regarding executive compensation, which will have

a negative impact on vote outcomes and likely will force companies to evaluate whether a proxy solicitation campaign targeted at retail beneficial owners is warranted.

■ Likely will increase the influence of proxy advisory firms as the broker votes are not counted on the above issues.y p y y


Corporate Governance

■ Proxy accessR i (1) i t i l d h h ld i t th b d f di t dRequires: (1) companies to include a shareholder nominee to serve on the board of directors, and (2) companies to follow a certain procedure with respect to the solicitation of proxies.► SEC may issue rules permitting shareholders to use proxy solicitation materials supplied by an issuer for

the purpose of nominating directors, under such terms and conditions as the SEC determines are “in the interests of shareholders and for the protection of investors.”

► SEC may exempt an issuer or class of issuers from these requirements, taking into account whether the requirement disproportionately burdens small issuers.

■ Disclosures regarding chairman and CEONot later than 180 days after enactment of the Dodd-Frank Act, the SEC shall issue rules that require issuers to disclose in their annual proxy sent to investors the reasons why the issuer has chosen:to disclose in their annual proxy sent to investors the reasons why the issuer has chosen:► The same person to serve as chairman of the board and CEO; or► Different individuals to serve as chairman of the board and CEO.

Issues/Concerns■ Proxy access has been a lightning rod for the SEC. The SEC has been reviewing this topic for several years and

has stopped short of implementing this in the past. It should be interesting to see how the SEC goes about implementing these requirements. For example, will shareholders that want to gain access to the proxy have to hold a minimum amount of stock for a specified period of time in order to be able to do so?

■ As for the disclosures regarding chairman and CEO public companies were already subject to similar requirements


■ As for the disclosures regarding chairman and CEO, public companies were already subject to similar requirements imposed by the SEC in its December 2009 proxy disclosure amendments. So as a practical matter, these requirements don’t add anything substantially new to companies’ disclosures.

Action Items: Say on Pay Provisions

■ Create say on pay stakeholder teamD t i h ti l d i d t i tit ti l h h ld ’■ Determine how your compensation plan, design, and program compare to your institutional shareholders’ guidelines

■ Review the 2010 policies of your institutional shareholders■ Start reaching out to your shareholders to find out what they think of current compensation design and identify any

“hot button” issues that could impact their vote on say on pay■ Review past recommendations from ISS, Glass Lewis, and others regarding companies in your peer group■ Determine your say on pay philosophy and approach:

Aggressive Approach: ► Noticeable move to more performance-based pay► Move to annual shareholder votesPassive Approach:► Wait for others in your peer group to announce their position► Push for vote triennially


Action Items: Golden Parachute Votes

■ Review CIC provisions in all compensation programs and ensure that they represent your current philosophyD t i f d hil h i d t ld h t■ Determine go-forward philosophy in regard to golden parachutes

■ Determine current golden parachute liability assuming a CIC event in the next 12 months; use different deal price assumptions to get a feel for the sensitivity of your golden parachutes to the deal price

■ Determine Top 5 NEO golden parachute liability as a percentage of deal price and premium over current and 200-day average stock price

Do the same calculations for your peers


Action Items: Compensation Committee Independence

■ Review independence standard for audit committee membersR i h th dit itt i d d t d d i ht l t t ti itt■ Review how the audit committee independence standards might apply to your current compensation committee members

■ Review independence of compensation committee members and adjust as needed■ Move to switch out non-independent directors before next applicable proxy period


Action Items: Independence of Compensation Consultants and Other Compensation Committee Advisersand Other Compensation Committee Advisers

■ Determine what independence standard the compensation committee will apply to its advisersC t li t f lifi d ti lt t h d t id th i t th■ Create a list of qualified compensation consultants who do not provide any other services to the company

■ Review current compensation consultants for independence as related to the new rules■ Review with your compensation committee possible advisers that may suit their needs■ Determine whether the compensation committee wants to change any of its advisers as a result of reviewing their

independenceindependence■ Review the independence factors to be issued by the SEC


Action Items: Executive Compensation Disclosures

■ As part of say on pay review and philosophy, document relationship between pay and performanceC id h th hi t i l l k t f f d it ld i t th■ Consider whether a historical look at pay versus performance of your company and its peers would assist the development of disclosure and/or message to shareholders

Consider utilizing Exequity’s ROX methodology■ Determine the tools, time, and budget required to calculate employee annual compensation in the same manner as

required for the Summary Compensation Table (SCT)■ Determine current ratio of CEO pay to employee pay■ Determine if any other pay ratios should be considered for disclosure purposes, i.e., CEO to other NEOs, CEO as

a percent of total compensation expense, CEO’s W-2 compensation to all employee W-2 compensation, CEO W-2 compensation to average W-2 compensation per employeeAdd ibl i ti i f l f i h t t t l d t t l■ Address any possible communication issues for employees of companies who report total rewards or total compensation to employees in a manner different than required by the SCT

■ Review peer group ratios, using compensation survey data as a guideline■ Evaluate if your ratio is “media worthy”—will news outlets report on your ratio as a positive or negative?


Action Items: Clawback Provision—Recovery of Erroneously Awarded Compensation PolicyErroneously Awarded Compensation Policy

■ Evaluate your current philosophy on clawback provisionsC t iti b i t d ti th l ti ?Can your current position be communicated as supporting the new regulations?If not, what changes must be made to comply?Determine if those changes can be made (some may require significant legal work or plan redesign)

■ If you currently have clawback provisions:R i l b k t d t i hReview your clawbacks to determine any necessary changesSet out a plan to get necessary changes implemented so your clawbacks comply with the new requirements


Action Items: Disclosure Regarding Employee and Director HedgingHedging

■ Review current hedging positions with all executives, directors, and employeesE l t th di l i t f h i di id l’ t t ti■ Evaluate the disclosure requirements for each individual’s current transactions

■ Determine the modifications, if any, that each individual must make■ Define a clear anti-hedging policy as part of your insider trading policy■ Create a communication program explaining the variants of hedging and how your anti-hedging policy works


Action Items: Enhanced Compensation Structure Reporting for Financial Companiesfor Financial Companies

■ If you are not a financial company, disregard for now, but keep an eye on this so you know what some shareholders might ask you to adopt if the changes are viewed as beneficial by shareholdersshareholders might ask you to adopt if the changes are viewed as beneficial by shareholders

If you are a covered financial company with more than $1 billion in assets:► Start evaluating your compensation programs now► Determine how you will communicate the structure of these arrangements to determine:

● Possibility of providing excessive compensation fees or benefits● Possibility of providing excessive compensation fees or benefits● Risk profile and association with possible material loss to the company

► Prepare initial approach to modifications such as:● Mandatory holding periods● A significant portion of compensation to be deferred● A significant portion of compensation to be deferred● Introducing an absolute metric governing payouts of any performance-based compensation subject to

relative performance measures, e.g., relative total shareholder returns


Action Items: Voting by Brokers

■ Evaluate employee equity compensation accounts to determine if the individuals can and do vote their sharesIf h t l hi lt t k th ti t t i ti th t l i■ If you have a strong employee ownership culture, take the time to create a communication program that explains the importance of employee voting

■ Determine the potential need for a proxy solicitation campaign, based on the likelihood of un-voteable, broker-held shares


Action Items: Corporate Governance

■ Keep your eyes open for final decisions regarding Proxy AccessD ft t th ti l f h i th Ch i /CEO t t it h■ Draft out the rationale for your company having the Chairman/CEO structure it has

Why was this structure selected?What does it enable the company to do?How does this structure impact your company’s corporate governance?D thi t t i d ’ i k fil ?Does this structure increase or decrease your company’s risk profile?Did you consider alternatives?► If so, why were they not selected?How often does the company review its Chairman/CEO structure?


About the Speaker

Edward Hauder—Senior Executive Compensation AdvisorS i d i d ti l th ht l d Ed i k i d t id l di d i ti■ Senior advisor and practical thought leader: Ed is known industry-wide as a leading advisor on executive compensation matters. He maintains long-term relationships with numerous companies, serves on the CompensationStandards.com Executive Compensation Task Force, maintains his acclaimed Equity Compensation Blog, edwardhauder.com, and is a practical thought leader on compensation matters.

■ Experience across a range of industries: Ed has consulted with hundreds of companies in multiple industries on ll t f ti d di t ti Ed f h l i i d i tiall aspects of executive and director compensation. Ed focuses on helping companies design compensation

programs that help them achieve their strategic goals and objectives, while at the same time keeping them out of the penalty box with shareholders and the media. Ed also helps companies understand and find practical solutions for technical matters impacting compensation, e.g., financial accounting, securities, tax, and corporate governance issues. His expertise includes RiskMetrics Group (a.k.a. ISS) compensation modeling and policies, which enabled him to create the Flexible Share Authorization to maximize equity plan flexibilityhim to create the Flexible Share Authorization to maximize equity plan flexibility.

■ Articles and quotes on compensation issues: Ed has recently written articles that have appeared in The Corporate Board, workspan Weekly, BNA’s Executive Compensation Library, and Tax Management Compensation Planning Journal. He has been quoted in such publications as BNA’s Pension & Benefits Daily, Business Finance,Forbes, HR Magazine, and The NASPP Advisor.

■ Background and education: Before joining Exequity Ed was employed as a Principal at Buck Consultants where■ Background and education: Before joining Exequity, Ed was employed as a Principal at Buck Consultants where he managed the Technical Solutions and Innovation Team. Prior to that, Ed was a member of Hewitt Associates’ Executive Compensation Center of Technical Excellence. Ed received a B.A. in International Relations from Juniata College, a J.D., cum laude, from Seattle University School of Law, and an LL.M. (Tax), with honors, from IIT-Chicago-Kent College of Law.

■ Contact information: edward hauder@exqty com or (847) 996 3990


■ Contact information: [email protected] or (847) 996-3990Ed’s Equity Compensation Plan Blog: www.edwardhauder.comTwitter: www.twitter.com/ExeCompAdvisor