Corporate Governance Research Reports

Search for reports by keyword

REPORTS

Title

Price

Qty

Add to Cart

Starbucks' Options Mega-Grant - Paying A CEO Millions Simply For A Market Rebound?

July 13, 2010

Michelle Lamb, Research Associate

A new case study from The Corporate Library found that Starbucks CEO Howard Schultz received a mega-grant of more than 2.7 million options in fiscal 2009 in the same week that the company experienced a five-year low in its stock price. As of May 24, 2010, after an overall market rebound, the notional profit on these options was more than $44.6 million.

The case study is an example of the type of analysis conducted for companies included in The Corporate Library's 2010 mega-grants report, which will be released Thursday, July 15, 2010.

Report Price: $0

2010 Proxy Season Foresights #4: Shifting Pay Delivery

February 24, 2010

Paul Hodgson, Senior Research Associate

This report suggests that the interests of CEOs and shareholders have become increasingly misaligned due to a shift in CEO pay delivery systems from stock options to full value stock between 2006 and 2008. Full value stock awards—whether tied to performance targets or not—are far less sensitive to market downturns than stock options because they continue to hold some value even as stock prices drop. In addition to changes in option gains and full value stock awards, the report also examines changes in cash bonuses.

Report Price: $15

Executive Chairs

December 9, 2009

Annalisa Barrett, Senior Research Associate

This report names 13 Executive Chairs who were paid more than the CEOs of their companies even though they did not have operational responsibilities. Four of these individuals also received perquisites from their companies, such as personal use of company aircraft, personal use of company-provided car and driver, and country club dues.

In addition to compensation, the report examines the demographics, stock ownership and prior service of Executive Chairs at 112 North American companies that reported having an individual in the position as of June 2009.

Report Price: $45

Investing in Corporate Governance: Forward Sales

July 22, 2009

Paul Hodgson, Senior Research Associate

Companies that allow forward sale contracts require additional vigilance on the part of investors, according to a new research report from The Corporate Library. A forward sale contract is a stock sale arrangement whereby an executive agrees to sell, at some point in the future, a specific number of shares and receives immediate payment of cash (e.g., from a brokerage firm) for a portion of the sale price. If the stock price falls, the brokerage takes the loss; if it goes up, the executive shares in at least some of the profits with no downside risk.

The report offers advice for shareholders who wish to identify companies that prohibit forward sale contracts and lists the names of several companies that allow them. It also lists several companies that have banned the practice.

Report Price: $15

2009 Proxy Season Foresights #7: The One-Dollar Base Salary

April 16, 2009

Greg Ruel, Research Associate

This report found that 18 CEOs who voluntarily served without salary or cash bonus in 2008 have a combined total of almost $6 billion in stock of the companies at which they are employed. The study analyzed the pay data of all the CEOs in The Corporate Library’s coverage universe that received a base salary of either zero or one dollar in 2008. The 41 CEOs in the study also did not receive for the year any non-equity incentive compensation (annual or long-term bonuses based on pre-determined metrics).

Also included is an analysis of whether certain industries were less likely than others to award executives with base salary and cash bonus of less than one dollar.

Report Price: $35

2009 Proxy Season Foresights #4: CEO Compensation at the 20 Largest TARP Funding Recipients

March 6, 2009

Paul Hodgson, Senior Research Associate

The Corporate Library released new commentary today covering a number of issues surrounding the TARP program and the recipients of the program’s funding. Specific areas covered are:

- a discussion of compensation regulations in the American Recovery and Reinvestment Act (better known as the Stimulus Bill);
- a review of the compensation levels of the 20 largest TARP funding recipients (including perks); and
- the recent stock grants to the CEO of SunTrust Banks, a TARP funding recipient.

Report Price: $25

The Corporate Library's Annual Director Pay Survey: Director Pay 2008

February 9, 2009

Greg Ruel, Research Associate and Paul Hodgson, Senior Research Associate

Findings from this survey show that 2008 was the third year of double-digit increases in compensation to both individual directors and full boards. The report also compares total board compensation and director compensation policy at some of the most prominent financial services companies involved in the subprime lending crisis. Based on data from more than 3,000 public companies and 23,000 directors, this 55-page report contains 67 tables and is the most comprehensive analysis of director pay available.

Report Price: $75

Governance Practices at TSX 60 Companies

December 4, 2008

Annalisa Barrett, Senior Research Associate

The Corporate Library's first study of governance practices at the Canadian companies listed on the S&P TSX 60 index. It follows the recent release of our third annual Governance Practices Report in October. Although the TSX 60 comprises only the largest 60 Canadian public companies, the differences between the findings of the Canadian governance practices study and the earlier U.S. report are intriguing. The 10-page report includes findings on a broad range of governance practices including ownership structure, outside auditors, board size and meetings, CEO age and tenure, and board leadership.

Report Price: $55

The Corporate Library's Preliminary 2008 Director Pay Survey

November 19, 2008

Paul Hodgson, Senior Research Associate and Greg Ruel, Research Associate

In this preliminary report, The Corporate Library examines full board and individual director compensation data at more than 3,000 public companies. Covering more than 27,000 directors, this is the most comprehensive analysis of director pay available.

Preliminary findings of the survey include:

• S&P 500 index companies spent an average of more than $2 million on board compensation last year;
• the median increase in total board compensation was just under 11 percent;
• the median increase in compensation for individual directors was almost 12 percent;
• this is the third year of double-digit increases for directors and boards, though the rate of increase appears to have slowed;
• median total board compensation for the S&P 500 is over $2,000,000; and
• median total compensation for individual directors of S&P 500 companies is just under $200,000.

The full-length director pay survey will be published in January.

Report Price: $45

The Corporate Library's 2008 Governance Practices Report

October 22, 2008

Annalisa Barrett, Paul Hodgson & Beth Young, Senior Research Associates

Our third annual governance practices report, presenting the most up-to-date and comprehensive survey of corporate governance. The in-depth, 35-page study (also co-authored by Research Associate Damion Rallis) covers over 3,200 U.S. and Canadian companies and over 50,000 director positions. A thorough analysis and 20 charts of key information are presented on such topics as the following:

- Company ownership profiles and takeover defenses
- Board size, director demographics and board independence
- Director election procedures and board leadership
- CEO demographics and compensation

Report Price: $75

Predicting Securities Litigation – Second Quarter 2008 Update

August 6, 2008

Ric Marshall, Chief Analyst

Securities Litigation Risk Analyst (SLRA) ratings from The Corporate Library continue to help predict the filing of securities class action lawsuits at least six months in advance, according to this brief. Over 35 percent of the cases that fell within the SLRA coverage universe during the first half of 2008 occurred at companies in the July 2007 SLRA ratings’ highest decile, while only two cases were filed against companies within the lowest decile. Nearly 62% of all such cases within this period had been assigned either a High Risk or Very High Risk SLRA rating.

Report Price: $0

Where Are They Now? An Update on Compensation Policy at Original Pay For Failure Companies

July 30, 2008

Paul Hodgson, Senior Research Associate

This report is The Corporate Library’s latest assessment of the effectiveness of compensation policy at the companies identified in its first 'Pay For Failure' report, published in March 2006. The new analysis finds that although many companies have made improvements, two companies – Merck and Safeway – have failed to make significant changes to compensation governance and policy. Additionally, the study examines changes in the companies’ fortunes, looks at major acquisitions and divestments, governance changes, turnover in compensation committee membership, and shareholder proposals, all covering the years 2006 through 2008.

Report Price: $125

2008 Proxy Season Foresights #9: The Environmental Agenda Heats Up

April 14, 2008

Sasha Pagella, Research Associate

Over the last few years the U.S. has seen a steady increase in the number of environment-related shareholder
proposals being voted on at annual meetings. Lobbyist groups and individual shareholder activists are becoming
increasingly sophisticated in their tactics, for example buying shares with voting rights in companies whose policies
they wish to change. However, for a growing number of institutional investors and individual shareholders alike,
‘stewardship’ of the environment is viewed as an important component of good corporate governance, linked to long-term
profitability and increased market share.

This foresight looks at some of the potential risks that U.S. companies might face if they fail to address environmental
issues. Using data from The Corporate Library and CERES we also identify trends in environmental-related and
climate-related shareholder proposals from 2005 to 2007 as well as look at how the current proxy season is shaping
up.

Report Price: $75
Sale Price: $25

Director Pay 2006-2007 Volume II: Compensation Paid to the Full Board

March 18, 2008

Annalisa Barrett, Senior Research Associate

The Corporate Library has published studies on director pay for three years. In the past, these reports have included analyses of both individual director compensation and total board compensation. However, this year, we have separated these analyses into two separate reports. The report on compensation paid to individual directors entitled The Corporate Library’s Annual Director Pay Survey: Director Pay 2006–2007, Volume I was published in fall 2007, while the current report—Volume II—focuses on the compensation paid to all non-executive members of the board.

Report Price: $495

2008 Proxy Season Foresights #5: Do The Math

March 11, 2008

Gregory Ruel, Research Associate

In a study of more than 2,000 companies, The Corporate Library found that 126 firms had failed to correctly total the compensation of one or more directors. Differences ranged from one dollar to more than $125,000. In some cases only one director was involved; in others, mistakes affected the whole board. Although rounding numbers to the nearest whole dollar figure could account for a few of the errors, missing columns, ignoring particular data points and transposing figures accounted for most of the addition problems. Only two of the 126 companies – Atlas Worldwide Holdings and Aspect Medical Systems – ever corrected their errors and placed filings with the SEC that provided corrected tables.

Report Price: $75

2008 Proxy Season Foresights #4: Perverse Incentives

March 7, 2008

Nell Minow, Editor and Co-Founder

Chairman Henry Waxman and the Committee on Oversight and Government Reform will hold a hearing titled,
“Executive Compensation II: CEO Pay and the Mortgage Crisis” on Friday, March 7, at 10:00 a.m., in 2154 Rayburn
House Office Building in Washington, D.C.

The hearing will examine the compensation and retirement packages granted to the CEOs of three corporations
deeply involved in the current mortgage crisis. This will be the Committee’s second hearing on executive
compensation practices. What makes this hearing significant is that instead of the usual shareholders, academics, and generic representatives of the corporate side like the Business Roundtable, this hearing includes the (now former) CEOs of three of the companies involved in the subprime mortgage crisis. Even more significantly, it includes the chairmen of the
compensation committees that authorized enormous pay packages even while the companies were sustaining huge
losses and write-offs.

Nell Minow, Editor and Co-Founder of The Corporate Library, is scheduled to appear. Read her testimony about this important issue in this complimentary report.

Report Price: $0

2008 Proxy Season Foresights #3: Toll Brothers CEO receives no bonus for 2007

February 29, 2008

Paul Hodgson, Senior Research Associate

Toll Brothers’ CEO Robert Toll received a zero annual bonus for the first time in 16 years in fiscal 2007. This
immediately led the Toll Brothers compensation committee to redesign the CEO’s annual incentive plan… a bit…
perhaps just enough to ensure a bonus next year despite these woeful times for homebuilders. At a time when most
companies are seeking to strengthen the relationship between pay and performance, it is to be hoped that the Toll
Brothers’ announcement in their recent 2008 proxy statement is not a harbinger of things to come this proxy season.

Report Price: $0

2008 Proxy Season Foresights #2 - Performance Targets Targeted

February 15, 2008

Paul Hodgson, Senior Research Associate

New research from The Corporate Library shows that less than a third of the S&P 500 disclosed the performance targets for their annual incentive plan. Based on data collected during the latter half of 2007, only 160 of the 489 companies that disclosed the performance metrics used for their annual incentive plans also disclosed the targets that executives were expected to achieve. The second release of the 2008 Proxy Season Foresight series, by Senior Research Associate Paul Hodgson, examines performance targets at S&P 500 companies.

Report Price: $75

2008 Proxy Season Foresights #1 - An Update On 'Say On Pay'

February 4, 2008

Paul Hodgson, Senior Research Associate

This proxy season a number of institutional and individual investors have filed shareholder resolutions calling for an advisory vote on executive pay – better known as “Say on Pay” – at more then 90 companies. This news confirms that the Say on Pay issue this year will be the main focus of shareholder activism regarding compensation. The first release of the 2008 Proxy Season Foresight series, by Senior Research Associate Paul Hodgson, examines the Say on Pay issue ahead of the 2008 Proxy Season.

Report Price: $75

The Effect of Compensation Consultants

October, 2007

Alexandra Higgins, Research Associate

Over the past several years, investors have seen compensation consultants play an increasing role in helping boards set and determine executive and board compensation. The increase in the use of compensation consultants has much to do with the increased demands of compensation committees to align executive pay with shareholder interests and comply with new disclosure requirements. However, as CEO pay continues to rise at an astonishing rate, some investors are beginning to wonder whether compensation consultants are part of the problem rather than part of the solution.

Report Price: $495

The Audit Landscape: 2001–2007

August, 2007

Paul Hodgson, Senior Research Associate

Since the passage of the Sarbanes-Oxley Act of 2002, a great deal has changed in the audit landscape. The Corporate Library, the leading independent resource for U.S. corporate governance knowledge, has both the information and expertise to assess these changes and their impact on the market and its players. This is the first major comprehensive study of the trends and analysis of the audit industry as it relates to U.S. public corporations.

The data presented in the 130-page report is arranged by Total Sample, Large Caps, Mid Caps, and Small Caps and includes a breakdown of audit and non-audit fees, as well as total fees. Analyses include median, average, lower and upper quartile aggregate figures.

Tables and analysis include:

aggregate audit, non-audit and total fees by company size (measured by market cap) and by industry;

aggregate fee analysis by audit firm;

audit firm distribution by company size and by industry.

Trend lines are based on a consistent matched sample of 1,293 companies from 2001 to 2006. Annual aggregate analysis is based on total sample size for each fiscal year, with samples ranging from 1,500 to 3,139.

Report Price: $8,000
Sale Price: $350

2007 Governance Practices at S&P 500 Companies, Preliminary Report

June 2007

Annalisa Barrett, Senior Research Associate

This report presents a summary of current governance practices in place at large U.S. public companies, based on data available from The Corporate Library’s Corporate Benchmarker subscription research product. In this report, a $495 value, we examine various governance practices at the 475 S&P 500 companies that filed a proxy statement between July 1, 2006 and June 1, 2007. The final 2007 Governance Practices report will include data for a full 12-month period. An analysis of the reasons for the late filing of the remaining 25 companies in the index will be the subject of a forthcoming study published by The Corporate Library.

Report Price: $0

Pay for Failure II — The Compensation Committees Responsible

May 2007

Paul Hodgson, Senior Research Associate

Our second study of executive incentive compensation practices finds twelve large U.S. companies that display the most pronounced gap between pay and performance. Within this group, the boards’ compensation committees authorized a total of $1.26 billion in pay to CEOs who presided over an aggregate loss of $330 billion in shareholder value. This study, a $495 value, examines in detail the incentive policies at each of the twelve companies, finding high proportions of fixed pay, poorly-chosen performance metrics, and rewards for below-median performance. The report also looks at the makeup of the compensation committees at the companies, listing the members by name, along with their compensation.

Report Price: $0

M&A Special Committees: Structure and Compensation

December 2006

Annalisa Barrett and Beth Young, Senior Research Associates

Special board committees are generally appointed to evaluate an offer or oversee a merger or acquisition transaction when there are potential conflicts of interest which may prevent members of the entire board from acting in the interests of public shareholders. This report presents the findings from The Corporate Library’s study of these special board committees. We examine the structure of the committees and the compensation paid to the committee members and chairs. The study, an $1,100 value, is based on data from merger proxy statements (forms DEFM14A or PREM14A) filed by 39 companies involved in a merger or acquisition transaction during 2004, 2005 or 2006.

Report Price: $0

The Spread of Options Backdating: A closer look at the boards and directors involved

October 2006

Jackie Cook and Paul Hodgson, Senior Research Associates; and Ric Marshall, Chief Analyst

One of the most significant conclusions of The Corporate Library’s first examination of backdating stock options—Backdating Stock Options: Are There Common Characteristics Among the Companies Implicated?—was that the level of interconnectedness between directors sitting in the board of companies implicated in the scandal was much higher than could be expected from a similar, randomly-selected sample. This conclusion led us to believe that the practice of backdating stock options may have been spread by word of mouth, through the conduit of directors sitting on the boards of more than one company. Originally priced at $1,100.

Report Price: $0

Pay for Success: The Compensation Committees Responsible

June 2006

Paul Hodgson, Senior Research Associate

The pay/performance link is broken at many companies, but it is not broken at every company. As a corollary to the Pay for Failure report, The Corporate Library has conducted a special study to identify those companies where the link between the creation of long-term value and the compensation of the executives responsible is evident for all to see—both investors and commentators. Using a set of criteria that largely mirrors that chosen for the earlier Pay for Failure study, The Corporate Library has identified a group of ten companies where the link between pay and performance appears both strong and justifiable. Originally priced at $495.

Report Price: $0

The Corporate Library's CEO Pay Survey — CEO Pay 2003

July 2004

Paul Hodgson, Senior Research Associate

It might have been thought that, after three years, the almost constant criticism of excessive CEO pay levels would have started to have an effect. But, despite a few scattered instances, 2003 is business as usual. Indeed, the pace of pay growth has accelerated and many of the CEOs who took pay cuts in 2001 and 2002 have returned to typical compensation levels. One element of pay, and one element only, has shown a decrease—the value and number of stock option grants. Originally priced at $1,100.

Report Price: $250
Sale Price: $25

What Really Happened to CEO Pay in 2002 — A Survey of CEO Compensation

June 2003

Paul Hodgson, Senior Research Associate

While some compensation policy changes disclosed in the 2003 proxy season demonstrate that boards are aware that changes must be made, there are still many examples of poor practices that should be unthinkable in the wake of the scandals in 2002. These include option re-pricings, option exchanges, discretionary bonuses, lowering performance targets, and a whole range of stealth payments such as enhanced retirement benefits, consultancy agreements, gifts of restricted stock, and continued excessive severance payments. Originally priced at $495.

Report Price: $250
Sale Price: $25

My Son-in-Law's Wife and Other Relations — Related Party Transactions at U.S. Corporations

November 2002

Beth Young, Senior Research Associate

One thing WorldCom, Tyco, Adelphia, Global Crossing and Enron all had in common was that they disclosed the existence of myriad “related party transactions,” or transactions between the companies and their officers or directors. Such transactions demonstrate at best insensitivity to the importance of objective, independent oversight from directors and at worst, a blurring of the lines between personal and corporate assets that makes effective oversight impossible. Originally priced at $495.

Report Price: $0

Golden Hellos

September 2002

Paul Hodgson, Senior Research Associate

An examination of signing bonuses and compensation for forfeited income. Income that is forfeited generally includes vested or unvested stock options, restricted stock or stock units, partially earned annual and long-term incentives and retirement benefits. If executives are compensated in full for all of these elements of pay regardless of whether the performance targets or service requirements have been met, then the incentive and retentive purposes of these payments are completely undermined. Surely this is neither in the interests of companies themselves nor of stockholders. Originally priced at $495.

Report Price: $0

Applying Performance Conditions to Stock Options

May 2002

Paul Hodgson, Senior Research Associate

Stock options are the most widely used board-level equity incentive in the U.S., yet 90% of plans in the S&P 500 do not apply performance conditions to any option grant. Only 50 companies in the S&P 500 have granted performance-related stock options in the last two years, according to figures from Board Analyst, The Corporate Library’s premium corporate governance research product. And in many cases, they have been applied to only a single award or set of awards. Is this because compensation committees believe that stock options are inherently performance-related? Originally priced at $495.

Report Price: $0



Solutions \| Markets \| Products \| Commentary \| About Us \| Contact Us \| Online Store \| View Cart \| Access Your Ratings \| Member Login \| Site Map \| Legal Notices \| Code of Ethics The Corporate Library \| 56 Northport Drive, 1st floor, Portland, ME 04103-3657 \| infothecorporatelibrary.com \| 207-874-6921 \| © 1999-2010 by The Corporate Library. All Rights Reserved.

>> Login