Your proxy analysis should be prepared as a formal student paper following APA
guidelines (7th ed.). Respond to the questions posed above within an essay
format; do not simply list and answer the questions. The analysis must have a
title page followed by an abstract and text with major section headings
addressing each of the issues identified by the questions above. For example,
the first section heading after the Abstract might be titled “Executive
Compensation Philosophy.” This heading should be followed by a narrative
discussion and evaluation of the “executive compensation objectives” or the
“compensation philosophy of the company.” Be sure to address the questions
posed above in your narrative response in each section. The paper should be
double-spaced using a 12 pt font and limited to a maximum of 10 pages,
excluding the title page and references. So be succinct. One page per major topic
area should be adequate to ensure adequate coverage. Back up your statements
with arguments, citations, and references.
For the company you select, you will analyze the company’s executive compensation program.
Specific factors to be considered are presented below. Refer to materials in the Week 7 module
reading “Executive Compensation Disclosure Handbook” for clarification of compensation
terms and to SEC Regulation S-K, Item 402 – Executive Compensation, for disclosure
requirements. Address the following questions:
1. What are the objectives of the company’s executive compensation program? Do they
appear to support the company’s business strategy? If so, how? Demonstrate the linkage.
2. On what factors is the CEO assessed? Based on what you have learned about
performance appraisal in this course, are the factors/measures used to assess CEO
performance appropriate? Are the factors used to assess the performance of the CEO
adequately described?
3. What was the CEO’s total compensation ($) for the most recent year? Does this level of
compensation appear to be warranted? Why or why not? Support your response with
appropriate arguments, references, or comparisons.
What is the targeted mix of compensation (expressed as a % of salary, % of annual
incentive, and % of long-term incentive) for the CEO? Is this a “good” mix of measures?
Why or why not?
5. What percentage of the CEO’s total compensation is “at risk” (i.e., performance-based)?
Does the amount of pay at risk change your view of whether executive pay is too high?
Why or why not?
6. What percentage of the CEO’s total compensation is equity-based (long-term incentive
paid in stock)? Why do companies use equity-based compensation?
7. Many professionals rely on comparisons of executive compensation with Total
Shareholder Return (TSR) as an indicator of “fairness” in executive pay. Does the
company you selected use TSR? What is your opinion of TSR as a measure for assessing
how well the CEO is performing? What alternatives are proposed by other professionals?
Support your response with appropriate references. Does the company you selected use
TSR? If so, how?
(Title Page)
Executive Compensation Analysis: [Company Name]
[Your Name] [Your Affiliation] [Date]
(Abstract)
This paper analyzes the executive compensation program of [Company Name], focusing on its alignment with business strategy, CEO performance assessment, compensation levels and mix, pay-at-risk percentages, equity-based compensation, and the role of Total Shareholder Return (TSR). The analysis draws on publicly available information, including the company’s proxy statement, and relevant academic and professional literature to evaluate the effectiveness and appropriateness of the executive compensation program. Recommendations for improvement are also considered.
(Executive Compensation Philosophy)
[Company Name]’s executive compensation program aims to attract, retain, and motivate top executive talent to drive shareholder value. The program emphasizes a pay-for-performance philosophy, linking executive rewards to the achievement of key financial and strategic objectives. This aligns with the company’s business strategy of [briefly state company’s business strategy, e.g., market leadership through innovation, aggressive growth, etc.]. For example, if the company’s strategy is focused on innovation, the compensation program might reward executives for successful product launches or R&D milestones. However, the specific metrics used to demonstrate this linkage require further scrutiny.
(CEO Performance Assessment)
The CEO is assessed on a range of factors, including
(CEO Total Compensation)
The CEO’s total compensation for the most recent year was $[amount]. Determining whether this level of compensation is warranted requires a multi-faceted approach. Comparing the CEO’s compensation to that of CEOs at peer companies in terms of size, industry, and performance is essential. Additionally, the company’s overall financial performance, including revenue growth, profitability, and shareholder return, should be considered. While benchmarking against peers is common practice, it’s crucial to consider the company’s specific circumstances and the CEO’s individual contributions. Simply comparing total compensation without considering performance and context can be misleading.
(Compensation Mix)
The targeted compensation mix for the CEO is [state the percentages for salary, annual incentive, and long-term incentive]. This mix suggests a strong emphasis on performance-based pay, particularly through the significant weighting of annual and long-term incentives. A “good” compensation mix should balance fixed and variable pay, aligning executive interests with shareholder value creation. The emphasis on long-term incentives, particularly equity-based compensation, is a common practice to encourage a long-term perspective in decision-making. However, the specific percentages should be evaluated in light of industry norms and the company’s specific circumstances.
(Pay at Risk)
[State the percentage of total compensation that is at risk]. The substantial percentage of pay at risk indicates a strong link between executive pay and company performance. This aligns with the pay-for-performance philosophy and is generally viewed favorably by shareholders. However, the design of the performance metrics and the rigor of the targets are crucial to ensure that the pay-at-risk component truly incentivizes value creation and does not encourage excessive risk-taking.
(Equity-Based Compensation)
[State the percentage of total compensation that is equity-based]. Companies use equity-based compensation to align the interests of executives with those of shareholders. By granting stock options or other equity awards, companies incentivize executives to increase shareholder value, as their own wealth is directly tied to the company’s stock performance. Equity-based compensation can also serve as a retention tool, as executives are more likely to stay with the company to realize the value of their equity holdings.
(Total Shareholder Return (TSR))
[State whether the company uses TSR]. TSR is a widely used measure for assessing CEO performance, as it reflects the total return to shareholders, including stock price appreciation and dividends. While TSR is a valuable metric, it has limitations. It can be influenced by factors outside the CEO’s control, such as overall market conditions. Furthermore, a sole focus on TSR can incentivize short-term gains at the expense of long-term value creation. Alternatives to TSR include metrics that focus on specific strategic objectives, such as revenue growth, profitability, and market share, as well as measures of operational efficiency and customer satisfaction. If the company uses TSR, it’s important to understand how it is calculated, the performance period used, and how it is factored into the CEO’s compensation.