At the Compensation Disclosure Conference yesterday, Meredith Cross, director of the SEC's Division of Corporation Finance, discussed Dodd-Frank rulemaking and other issues. Unfortunately, she had little to add on the timing of the issuance of future rules.
However, she made two other important points. First, she observed that corporations must make 402(s) disclosure regarding their compensation risk assessment every year and, without naming names, apparently some companies still aren't conducting this assessment and/or making the required disclosure.
Second, she pointed out an interesting September 25 article on the front page of Section B of the Wall Street Journal, "Executive Pay Gets New Spin," on companies' growing use of "realized pay" reporting in proxy statements. Among the more important points in the article are that, (a) as there is no generally accepted definition of "realizable" or "realized pay," companies need to take care in describing exactly how they reached the figures they show, as highlighted by Ms. Cross, and (b) the realized pay figure can sometimes be larger than the figure reported in the Summary Compensation Table, such as when the executive exercises options or vests in restricted stock.
On October 9, 1967, Latin American guerrilla leader Ernesto "Che" Guevara was executed in Bolivia. Although Che Guevara t-shirts have gained some popularity among folks who don't know much about history, today we would unambiguously consider him a terrorist.