Given the attention the executive pay issue has attracted, surprisingly few proposed reforms have gone beyond generalities. Fewer still have been embraced in a way that would make their broad adoption seem likely.
Here are some of the recommendations that have made their way into the debate and others that have yet to draw much attention.
Strengthen peer review: The Conference Board wants corporate directors to more carefully select the peer companies used for benchmarking and refrain from paying chief executives above the median compensation level for peer companies without appropriate reasons, such as business challenges that might make retention difficult.
Prevent CEO bias: John Buchman, general counsel at E-Trade Bank, recommended in an April piece on the Web site FinReg21.com that boards refrain from appointing sitting CEOs and other senior executives to compensation committees. He said executives might protect each other's pay though they are from different companies.
Buchman also proposed term limits for boards of directors to promote director independence and advocated creation of a shareholder ombudsman post, in which the appointee would be charged with representing and safeguarding stockholders' interests and perhaps even leading pay negotiations with executives on the company's behalf.
Hold firm on vesting: In her June testimony to the House Committee on Financial Services, Nell Minow, editor of governance watchdog The Corporate Library, bemoaned the largesse in executive severance packages and objected to provisions that allow for accelerated vesting of options or restricted shares — provisions that often let executives cash out their equity upon separation from a company.
"Severance under any 'not for cause' termination should be limited to a single year's salary and benefits, plus any unvested stock awards should continue to vest on their normal schedule for only that 12-month period," she argued.
Defer bonuses: Ken Werner, a lawyer at Richard Kibbe & Orbe LLP who has advised companies on compensation agreements, recommends that companies extend the window on their incentive plans to five years or longer, to better align bonuses with long-term performance.
Tie to capital: The Financial Stability Board recommended last week that banks with weak capital levels limit bonuses to a percentage of total net revenues. It also suggested that banks pay at least 50% of bonuses in cash and defer 40% to 60% of incentive payments for three years or more, with top executives potentially waiting even longer to collect their full bonuses.
