C. William Jones
January 21, 2009
I believe that SOP should be a shareholder driven requirement rather than a
Federal requirement. Also, the proposal should not be excludable by the SEC.
By leaving this up to shareholders, we avoid “punishing” companies that have
maintained reasonable executive compensation practices.
I would not treat smaller companies differently than larger ones. What is
the difference between very large and relatively small when examining the
executive compensation? If executive compensation is out of control,
regardless of the size of the company, shareholders should demand SOP and
possibly other relief such as voting down the Compensation Committee Chair.
Regarding Golden Parachutes, I think that they also should be a shareholder
responsibility to approve or disapprove. The danger here is that
shareholders could be late coming out of the gate and some enormous “gifts”
could be granted before shareholders realize that controls need to be put in
I am concerned about the role of proxy voting services. The conflict of
interest issue could seriously damage the credibility of the advisory vote.
This might be a good issue to consider a legislative solution.
I did not see anything in Professor Gordon’s report that covered “claw
back.” I am very much in favor of requiring pay back of incentive pay in the
case of failures such as we have seen in the banking and investment
And now for some self-serving wrap-up comments: The more I read, the more
convinced I am that no one, in the history of American big business, has
done more to control executive compensation excesses and improve other
corporate governance issues in a large corporation than our Association and
its board members. Seven different corporate governance or policy changes
have been precipitated by these people. They are: Executive Severance
Agreements, Calculation of Incentive Pay, SERP, Performance-Based Equity
Compensation, Board Composition, Limit Service on Outside Boards and
Advisory Vote on Executive Compensation.
C. William Jones
President & Executive
Association of BellTel