It's not exactly a great time for CEO's and other boardroom types to be squawking over executive pay - especially over the prickly topic of who decides how much cash & compensation corporate managers should take home with them.

But even in a tough economic climate where shareholders are understandably skittish about corporate spending and company profits, senior executives don't want any so-called outsiders having too much of a say in their take-home pay.
That's the takeaway from a new survey by BDO Seidman, LLP, a New York- based accounting and consulting organizations, which says that an underwhelming thirty-one percent of chief financial officers at leading U.S. technology businesses indicate that their company allows shareholders to vote on their executive compensation plans, compared to more than two-thirds (69%) that do not. Perhaps hypocritically, the same survey says that shareholders should have "some say" about who gets what on the executive pay front.

To that end, a solid majority (61%) of the CFOs personally feel shareholders should have a say on executive compensation plans, compared to over one-third (39%) who do not.

CFO's are also in a sour mood about regulatory changes from Congress that many say has inhibited corporate financial performance. Over, two-thirds (67%) of the CFOs say their company’s compensation plans have been impacted by regulatory changes focused on improved disclosure but another solid majority (65%) of these financial leaders believe that Section 404 of Sarbanes-Oxley has led to improved processes. About the same number say the price of complying with government business regulations should abate in 2008.

"At a time when regulatory organizations are pushing for more executive compensation disclosure, it is reassuring that CFOs at technology businesses are supportive of shareholders having a greater voice in approving executive compensation levels," notes Andy Gibson, a partner in the technology practice at BDO Seidman. "In addition, relatively few CFOs indicated that executive compensation disclosure changes, such as 409A and FAS 123R, are having significant impact upon their company’s abilities to attract and retain talent."

"Although technology companies were hesitant to adopt Section 404 of Sarbanes-Oxley, the majority have realized improved processes due to their compliance efforts and do not believe 404 has adversely impacted their level of risk-taking," says Hank Galligan, a partner in BDO Seidman’s technology practice. "The CFOs at these technology companies are also very optimistic that 404 costs will stabilize this year."

Here's a run-down of the findings from the study:

Executive Compensation Disclosure. Two-thirds (67%) of CFOs at technology businesses indicate that their company’s compensation plans have been impacted by legislative and regulatory changes, such as 409A and FAS 123R, focused on improved disclosure. Of those impacted, over one-quarter (27%) described the impact as high, thirty- seven percent described the impact as moderate and thirty-six percent said low.

Little Impact on Recruitment. Despite the impact on compensation plans, the vast majority (81%) of the companies indicate these disclosure changes have had little impact on their ability to attract and retain talent. When asked which financial tool is most effective in recruiting, retaining and motivating executives in the technology industry, forty-two percent cited restricted stock and thirty-eight percent cited stock option grants. Grants of profit interest (11%) and stock appreciation rights (9%) were also cited by a number of the CFOs.

Reporting Challenges. When asked which financial reporting requirement poses the greatest challenge, in terms of compliance, a large percentage of CFOs identified both Section 404 (49%) and FIN 48 (36%). Only 12% cited 409A and three percent said it was other requirements.

Section 404 Benefits. Although there has been much criticism of the difficulties involved in complying with Section 404 of Sarbanes- Oxley, almost two-thirds (65%) of the CFOs of tech businesses feel that 404 has led to improved processes, compared to just over a third (35%) who feel 404 has curtailed innovation at their businesses.

Risk? While thirty-nine percent of these financial executives believe Section 404 has curtailed corporate risk-taking at their companies, a majority (59%) feel risk taking has not been impacted.

Costs Stabilizing. A majority (53%) of the CFOs believe their 404 compliance costs will stabilize this year, compared to twenty-two percent who anticipate costs to climb and twenty-four percent that expect a decline.

Inhouse, Outsource or Co-source. Over half (54%) of technology companies manage their Section 404 compliance functions in-house versus only eleven percent that outsource the function to an external provider. Just over one-third (35%) of the CFOs indicated they manage their 404 compliance through a co-sourcing relationship (a combination of in-house and outsourcing) with an external provider.


Hey, it's no secret that CFO's are card-carrying members of the glass- half-empty crowd. But wanting shareholders to have more say in executive pay but nixing any up-or-down veto power over pay, and then complaining about regulatory requirements that most say actually work...
-- well, let's just say it's weirdly entertaining to watch corporate financial executives talk out of both sides of their mouths.
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William Dorn

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