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  Feature

Where Have All the GCs Gone?
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Reporting Changes Cause Reshuffling, Disappearance of Top-Ranked Pennsylvania GCs

   By
Meg Charendoff

The SEC intended the new disclosure requirements to make compensation figures more comprehensive, to prevent large amounts of compensation from going undetected, to mirror the way that companies reflect that compensation as an expense on their balance sheets and to provide investors with better information. Whether the SEC's changes will accomplish those goals remains to be seen, but the new reporting structure certainly means changes in the way we bring you this year's GC Compensation Survey.

Apples and Oranges

The more things change, the more they stay the same. One of the first changes you will notice is that the layout of the tables we've included is different than in previous years, in part because the compensation information the SEC now requires to be reported is different, and in part because the form in which the information is reported in proxy statements and annual reports is different. Our main compensation chart (available here) now reflects all of the information the SEC requires companies to include in their main compensation disclosure, the Summary Compensation Table, and in the same format that it is reported in that table.

Again this year, our main GC Compensation chart ranks GCs by total cash, but what elements make up this compensation figure is different than in past years, which makes comparing this year's rankings and figures to previous years' like comparing apples and oranges.

This year, for the first time, there is an added component included in total cash compensation: non-equity incentive plan compensation. Non-equity incentive plan compensation is made up of bonuses that are paid to executives — including GCs — as part of a performance incentive plan tied not to the individual performance of the executive, but to the company's overall performance, and often measured over a specific period of years under the...



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