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Clearing Up Executive Compensation
[Editor's Note: In Part One, the authors summarized the SEC's proposal to revamp the rules governing the disclosure of executive and director compensation. They focused on the proposal's treatment of current compensation. Part Two picks up with a look at outstanding equity interests, covers post-employment and other types of compensation and benefits, and also discusses other effects of the proposal on corporate counsel.]
Part II: Outstanding Equity Interests
The proposed rules would require enhanced disclosure of executive equity award holdings, including numbers and values of options, restricted stock and restricted stock units held by named executive officers (NEOs). Outstanding equity interests held by NEOs would be presented in two tables. The first table would detail outstanding equity awards held by each NEO at year end (together with market-based values) and the second table would disclose the amount realized by each NEO due to the vesting or exercise of equity compensation during the year. For comparative purposes and to address the risk of double counting, the grant date value previously disclosed in the summary compensation table will be repeated in the second table.
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