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Recent Articles

Taking a Holistic Approach to Executive Compensation
By Donald P. Delves, President
Human Resource Executive, 2008
 
In the coming months and years, HR executives will need to take the lead in compensation and benefits design to help their companies and boards embrace a bigger vision of executive rewards and pay-for-performance.
 
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The Evolution of the Compensation Committee
By Donald P. Delves, President
Director & Boards, 2008
 
Corporate America is entering a new era of higher-quality corporate governance, bringing boards of directors to a new level of responsibility and accountability to shareholders and other key stakeholders.  The catalyst for this change has not been just Sarbanes-Oxley, the Enron debacle, or new accounting rules for stock options, although each has had some influence.  Rather, boards of directors of publicly traded companies, in general, are just plain doing a better job.
 
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The Push for Clarity: Proposed SEC Rules on Proxy Statement Disclosure
By Donald P. Delves, President and Shekhar Purohit, Principal
Bureau of National Affairs Inc., June 2006

The Securities and Exchange Commission's comprehensive new proposals for disclosure of executive compensation in the proxy statement of U.S. public companies respond to 14 years of developments in executive compensation since the last major SEC overhaul in 1992.

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Why retired CEO's can be a board's MVP's
By Donald P. Delves, President
Directors & Boards, 2006


When former Secretary of the Treasury Paul O'Neill was asked if he feared any recriminations for being an outspoken a critic of the Bush Administration, he reportedly replied: "I'm old and I'm rich. What can they do to me?"

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Best Practices for Compensation Committees
By Donald P. Delves, President
Directors & Boards


Exercising good business judgment requires a skeptical, inquisitive mind, the courage to ask tough questions, and the tenacity to request and review thorough data and analysis. More than anything, it requires board members who insist on being satisfied that their decisions are well informed, well considered, and in the best interest of shareholders.

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Director Liability for Executive Pay
By Donald P. Delves, President
The Delves Group, January 2005


Prior to the WorldCom case, most directors assumed that so long as their actions were executed in good faith, the business judgment rule could shield them from any personal liability. Although the rule is sill pertinent to determining directors' liability, it is important to understand the legislative requirements regarding executive compensation, as well.

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Responses To Notice for Recipients Of the Exposure Draft (June 21, 2004) FASB Statement No. 123: Accounting for Stock-Based Compensation
Submitted By: Donald P. Delves

"We agree that stock options are compensation and are used primarily to remunerate employees, particularly executives, for their services and for their performance. As equity instruments these stock options unquestionably have a cost that should be recognized. The FASB has proposed that this expense be determined as of the date the options are granted, and recognized over the period that options become exercisable or vest. This treatment follows traditional methods of recording compensation expense, and the treatment of compensation as payment for services delivered over time. This is rational, logical and simple."

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How Much Pay . . . For How Much Performance? Company directors are showing new spine in bringing CEO compensation down to earth.
By Donald P. Delves
Across The Board, July/August 2004

"While the CEO retains responsibility for the design, structure, and administration of pay programs, boards are undertaking more comprehensive oversight and review of compensation. Together, management and boards can bring meaningful change to compensation practices and make sure that shareholders are getting what they are paying for from their investment in executives."

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Financial Accounting Standards Board (FASB) Roundtable on Accounting for Stock-Based Compensation
June 24, 2004, Afternoon Session
Palo Alto, California

Click here to listen to the meeting
Click here for the website where the meeting is archived


Testimony of Donald P. Delves
Capitol Hill, April 20, 2004

Testimony of Donald P. Delves, Before the U.S. Senate Committee on Governmental Affairs Senate Subcommittee on Financial Management, the Budget, and International Security, Oversight Hearing on Expensing Stock Options: Supporting and Strengthening the Independence of the Financial Accounting Standards Board, Tuesday, April 20, 2004.

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Instead Of Fighting Option Expensing, Tech Should Influence The Rules
By Don Delves
San Jose Mercury News, April 8, 2004

The technology industry is lobbying Congress in a last-ditch effort to preserve most-favored-accounting status for stock options. This comes as the Financial Accounting Standards Board is proposing accounting rules that could cost technology companies millions of dollars in expense for stock options that, under the old rules, are free.

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Incentive Options: Create a balanced portfolio
By Don Delves
Executive Excellence, April 2004

Executive compensation is changing. Stock options, once the preferred incentive, have fallen out of favor, due in part to pending accounting rules that will require an expense for options. With this change, companies are shifting how they assess and reward performance.

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Giving Boards New Tools to Construct More Effective Executive Compensation
By Donald P. Delves
Directorship: January, 2004

At a time when boards are increasingly concerned about doing a more effective job of governance, directors are realizing that perhaps the most powerful tool at their disposal is executive compensation.

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How FASB and Intel Can Both be Right about Stock Options
By Donald P. Delves
Directors Monthly: December, 2003

To expense or not to expense, is no longer the question when it comes to stock options. After much delay and debate, the Financial Accounting Standards Board (FASB) is moving ahead with accounting rules to require stock option expensing.

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Excerpts from Stock Options and the New Rules of Corporate Accountability
By Don Delves, CPA
Corporate Board Member Magazine: November 11, 2003

This series of excerpts provides stand-alone insight into compensation and corporate governance while highlighting the key themes of Delves' book. Topics addressed include valuing and adding performance measures to options, balancing incentive portfolios, and re-evaluating the role of Board members regarding executive compensation.

 Better Questions - Better Answers
 Balanced Incentive Portfolio
 Performance Measures for Options
 Valuing Options



Trend or Foe: Analyzing what's behind and beyond the current stock option expensing movement
By Don Delves, CPA
Strategic Finance: December, 2002

Delves provides timely insight into the compensation and corporate governance issues related to stock option expensing.

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Stock Options: Overused and Underwater
By Don Delves, CPA
Workforce: January, 2002

This article explores a variety of alternatives for repairing option-dependent incentive plans while still attracting, retaining, and motivating top talent.

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Stock Option Expensing: Preparing for Change
by Don Delves, CPA

An update to a previously published article in the NASPP newsletter, this article discusses some of the broader topics on healthy executive compensation and how we will get there.

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The Stock Option Expense Issue: The tip of a much bigger governance iceberg
by Don Delves, CPA

Recently published in Directors Monthly, this article explores the new questions that corporate boards and compensation committees will have to begin asking when it comes to their executives.

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Why there WILL be an expense for Stock Options and how to prepare now
by Don Delves, CPA

Recently published in the National Association for Stock Plan Professionals newsletter, this article takes a look at why the industry is leaning towards an expense for stock options and what people can do today to prepare.

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Underwater Stock Options
by Don Delves, CPA

While a multitude of companies have seen their stock prices take a nose dive over the past year, they've also faced the difficult issue of sinking employee stock options and sinking morale. Originally designed to recruit, retain, and motivate key talent, some are now so far underwater they're presenting a net-full of tough challenges and choices for financial managers.

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Practical Lessons for Designing an Economic Value Incentive Plan
by Don Delves, CPA

Seeking ways to make their incentive plans more effective, savvy compensation professionals are considering financial performance measures like Economic Value (EV). Are they creating a powerful management tool or just delivering fancy pay?

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Balancing the Costs and Benefits of Options: How to Solve the Stock Option Bind
by Don Delves, CPA

Many of our clients find themselves between a rock and a hard place. Because competitive option grants are increasing at a dramatic pace companies feel pressed to make even larger grants to keep their best people. Are companies accurately looking at the real costs and benefits?

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