Executive Pay and Loyalty

Vesting and Retention

Related Links:  Enforcement of Forfeitures; ClawbacksSpecial M&A Issues

2012.Feb.9  Bank Deferrals and Forfeitures -- UBS Recoups Share Awards; Loses Recovery of Signing Bonus
Per Reuters, Deutsche Bank will defer any part of an employee's bonus above 200,000 euros ("the deferred portion will also be half cash and half shares, and will be paid out over a period of three years in equal annual installments, beginning in 2013"). 
  Separately, 
UBS has notified some of its highest-paid investment bankers that they will forfeit the maximum amount (50%) of share bonuses that were awarded in 2011 and that were scheduled to vest in 2012 (in the first of three vesting installments).  See Wall Street JournalFINS noting "Under UBS's compensation guidelines, if a unit posts a loss, the board can take back between 10% and 50% of shares awarded employees who get more than 2 million Swiss francs in stock-paid bonuses.
 
8 Principles for Long-term Incentives (Source: Lucian Bebchuk, "Harvard Corporate Governance Blog") -- quoted here in full:

In our recent study, "Paying for Long-Term Performance," we provide a detailed blueprint for how equity-based compensation should be designed to tie executive payoffs to long-term results and to avoid excessive risk-taking incentives. Our conclusions can be distilled into the following eight "principles":
 
1. Executives should not be free to unload restricted stock and options as soon as they vest except to the extent necessary to cover any taxes arising from vesting.

2. Executives' ability to unwind their equity incentives should not be tied to retirement.

3. After allowing for any cashing out necessary to pay any taxes arising from vesting, equity-based awards should be subject to grant-based limitations on unwinding that allow them to be unwound only gradually, beginning some time after vesting.

4. All equity-based awards should be subject to aggregate limitations on unwinding so that, in each year (including a specified number of years after retirement), the executive may unwind no more than a specified percentage of the executive's equity incentives that is not subject to grant-based limitations on unwinding at the beginning of the year.

5. The timing of equity awards to executives should not be discretionary. Rather, such grants should be made only on prespecified dates.

6. To reduce the potential for gaming, the terms and amount of post-hiring equity awards should not be based on the grant-date stock price.

7. To the extent that executives have discretion over the timing of sales of equity incentives not subject to unwinding limitations, executives should announce sales in advance. Alternatively, the unloading of executives' equity incentives should be effected according to a prespecified schedule put in place when the equity is originally granted.

8. Executives should be prohibited from engaging in any hedging, derivative, or other transaction with an equivalent economic effect that could reduce or limit the extent to which declines in the company's stock price would lower the executive's payoffs or otherwise materially dilute the performance incentives created by the company's equity-based compensation arrangements.