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November 23, 2009

Equilar: F100 Clawbacks More Prevalent, Broader in Scope

With the spotlight shining ever brighter on corporate pay practices, policies seeking to clawback executive pay are becoming more prevalent and are getting broader in scope, according to an analysis by executive compensation research firm Equilar, Inc.

Clawback policies, which typically allow companies to recoup compensation from executive officers in the event of a restatement or misconduct, have surged in popularity among the largest companies, according to research by Equilar, which shows that the prevalence of Fortune 100 companies with publicly disclosed clawback policies increased from roughly 18 percent in 2006 to 73 percent in 2009.

Among companies that disclosed the implementation date for their clawback policy, 95 percent adopted or amended their policy in calendar year 2006 or later. Of that group, one-third adopted or amended their policy in 2009.

The majority of policies allow companies to take back compensation in the event of a financial restatement or ethical misconduct. In 2009, 80 percent of F100 clawback policies included provisions to allow for the recovery of compensation in the event of a financial restatement, while 85 percent allow companies to recoup pay in the event that an executive behaves unethically.

Just over two-thirds of policies among the companies studied included both financial restatement and ethical misconduct triggers. Other triggers include violations of non-compete provisions, ethical violations unrelated to restatements, and termination shortly after the exercise of options or vesting of restricted stock.

While earlier policies mostly focused solely on cash bonuses, more and more policies cover all performance-based pay and equity awards. The vast majority of F100 companies (83 percent) have policies that cover more than one element of compensation.

In 2009, 85 percent of the policies disclosed cover equity incentive compensation, while nearly 83 percent cover cash incentives. More than a third (36 percent) cover restricted stock or restricted stock units, and nearly the same number (34 percent) cover vested options. Meanwhile, roughly 28 percent cover unvested options and 23 percent cover other elements of compensation, such as deferred compensation, sales commissions, flexible perquisite accounts, and supplemental retirement plans, according to the report.

Equilar’s research notes that the number of financial and insurance companies disclosing clawback policies jumped to 82 percent, up from 50 percent in 2008, largely because more than half of those companies are Troubled Asset Relief Program participants that are required under TARP to have a clawback policy for senior executives.

Meanwhile, disclosure on which employees are covered by a policy is often vague, with most companies not providing enough information to place policies into targeted groups like Section 16 Officers or Named Executive Officers, Equilar notes. Further, since many policies are now linked to incentive plans, the number of employees covered by a clawback policy in a given year can change based on plan participation.

In 2009, most publicly disclosed policies (63 percent) fell into the broad category of “key executives and employees.” However, the data shows some companies are expanding their clawback policies to include more employees. Roughly 17 percent of disclosed policies cover all employees, according to the report.

The report is available for download by Equilar subscribers here. Non-subscribers may request a copy here.

Posted by: maguilar @ 11:06 am

Filed under: Disclosures, TARP, legislation

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