The Compensation Committee Handbook

Now in a thoroughly updated Fourth Edition, The Compensation Committee Handbook provides a comprehensive review of the complex issues challenging compensation committees that face revised executive compensation disclosure regulations issued by the SEC, as well as GAAP and IFRS rulings and trends. This new and updated edition addresses a full range of functional issues facing compensation committees, including organizing, planning, and best practices tips.

• Looks at the latest regulations impacting executive compensation, including new regulations issued by the SEC, as well as GAAP and IFRS rulings and trends
• Covers the selection and training of compensation committee members
• Explores how to make compensation committees a performance driver for a company
• Guides documentation requirements and timing issues

The Compensation Committee Handbook, Fourth Edition will help all compensation committee members and interested professionals succeed in melding highly complex technical information and concepts with both corporate governance principles and sound business judgment.

JAMES F. REDA is Managing Director, Executive Compensation Consulting, Arthur J. Gallagher & Co., Human Resources Consulting Practice. Mr. Reda has served for more than 27 years as advisor to the top management and boards of major corporations in the United States and abroad in matters of executive compensation, performance, organization, and corporate governance.

STEWART REIFLER is the head of the executive compensation practice at the New York office of Vedder Price, P.C. Mr. Reifler has over 25 years of experience negotiating and structuring executive compensation arrangements on behalf of executives, board compensation committees, and companies.

MICHAEL L. STEVENS is a partner in the executive compensation practice at Alston & Bird, LLP. Mr. Stevens has over 20 years of experience advising clients with respect to securities, corporate governance, and tax issues relating to stock plans, incentive compensation arrangements, executive employment agreements, and deferred compensation.

Foreword

Preface

Acknowledgments

Part One The Modern Compensation Committee

Chapter 1 The Compensation Committee

Chapter 2 Selecting and Training Compensation Committee Members

Chapter 3 CEO Succession and Evaluation

Chapter 4 Director Compensation

Part Two Legal and Regulatory Framework

Chapter 5 Corporate Governance

Chapter 6 Disclosure of Executive and Director Compensation

Chapter 7 Other Securities Issues

Chapter 8 Tax Rules and Issues

Chapter 9 Accounting Rules and Issues

Chapter 10 ERISA and Labor Law, Rules, and Issues

Part Three Practical Applications

Chapter 11 Executive Employment, Severance, and Change-in-Control Arrangements

Chapter 12 Incentive Compensation

Chapter 13 Equity-Based Compensation

Chapter 14 Executive Pension-Benefit, Welfare-Benefit, and Perquisite Programs

Selected Resources

Appendix A Selected SEC Rules, Regulations, Schedules, and Forms TK

Appendix B List of Organizations and Periodicals

Appendix C List of Director’s Colleges and Other Training Opportunities

Appendix D Sample Compensation Committee Chapters TK

Appendix E Sample Compensation Discussion and Analysis (CD&A) TK

Glossary

Bibliography

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