SEC Adopts New Regulations on Executive Compensation, Perks

Companies will have to provide more details of executive pay and perks under the most substantial overhaul of benefit disclosure policy since 1992, adopted unanimously Wednesday by federal regulators.

And amid a widening scandal over suspect timing of stock option grants to company officials, the Securities and Exchange Commission also is writing new rules on disclosure of the dating of options. The five SEC commissioners voted unanimously at a public meeting to adopt the plan, which is expected to take effect next year.

For the first time, public companies will be required to furnish tables in annual filings showing the total yearly compensation for their chief executive officers, chief financial officers and the next three highest-paid executives.

Most of the disclosures, in annual reports and other regulatory filings, will have to be written in plain English.

The plan is designed to enhance corporate accountability and address an issue that has angered company shareholders and the public. In expanding probes, at least 60 public companies have disclosed that their options practices are being investigated by the SEC or the Justice Department or both, and the SEC itself says it has at least 80 companies under scrutiny.

At issue in many of the investigations is a practice known as backdating, in which stock options are retroactively issued to coincide with low points in a company's share price — a move that can fatten profits for recipients of the options when they sell their shares at higher market prices.

Backdating of options can be legal so long as the practice is properly disclosed to shareholders and approved by the company's board, experts say.

Improperly disclosed backdating "is a serious potential problem under the federal securities laws," SEC Chairman Christopher Cox said Tuesday in testimony before the Senate Banking Committee. "I believe that illegal backdating goes to the heart of investor confidence."

The SEC rules on disclosure of executive compensation include new requirements for companies regarding disclosure of options timing.

The plan requires companies to provide detailed information on how they determine when executives receive option grants and, if they do so, how and why they backdate options. The required tables showing option awards to executives will include the date that options were granted. If the exercise price is less than the stock's market price on the date of the grant, a separate column will have to be added showing the market price on that date.

Companies now are being asked to answer questions in their reports such as:

_What was the role of the board of directors' compensation committee in approving a program of timing option grants for executives?

_What was the role of the company's executive officers in such a program?

_Does the company plan to time, or has it timed, its release of significant information for the purpose of affecting the value of executives' stock options?

The government's first criminal complaint in a stock options probe came last Thursday, when the U.S. Attorney's office in San Francisco charged the former chief executive of Brocade Communications Systems Inc. with fraud.

Gregory L. Reyes and another former executive of the maker of data storage devices, Stephanie Jensen, also face civil charges lodged by the SEC. Their attorneys have said they are innocent.

A central allegation in the government's case involves backdating of options awards. The authorities also allege that Reyes and Jensen regularly backdated minutes of meetings of the company's board so that it appeared that the compensation committee granted options on dates that Brocade's share price was relatively low. In fact, the authorities allege, no such meetings occurred on those dates.

In the SEC plan adopted Wednesday, the true costs to companies' bottom line of their executives' pay packages — including stock options — will have to be spelled out.

In addition:

_New disclosure tables for executives' retirement benefits and the compensation of company directors would be required.

_Companies would be required to explain the objectives behind their executives' compensation.