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The AAO Weblog covers accounting issues and current events as they relate the practice of investment analysis.

 
 
Feb 21

Written by: Jack Ciesielski
2/21/2006 8:27 AM 

The Sunday New York Times piece, "A 'Holy Cow' Moment in Payland" by Gretchen Morgenson, perhaps previewed many such "Holy cow!" moments to come if the SEC's proposal on pay disclosures comes to pass.

As Ms. Morgenson put it, "in executive payland .. a holy-cow moment — [is] that electrifying instant when shareholders learn how much of their money is being siphoned off by their company's leaders." Perhaps "unholy cow" might be a more appropriate utterance. (Udderance? Sorry, couldn't resist...)

The object of the story is the disclosures made by Analog Devices in their proxy about the $145 million paid to chief executive Jerald Fishman. Holy cow!

Kudos to Analog Devices: they published their proxy along the lines of the proposed SEC disclosures, allowing shareholders to see more clearly what it cost the firm to attact and retain their managers - even if it is surprising. The figure is stunning in and of itself, and as you'd expect, it includes stock option gains. What's most interesting, though, is its disclosure about the above-market rates paid on deferred pay for execs and directors. As Itzhak Sharav, Columbia Business School adjunct accounting professor put it, "To the extent they pay them above-market interest, somebody has to pay for it, somebody suffers," he said. "And that is the stockholders."

Sure, these disclosures are better than what we're used to seeing, and there certainly is shock value to them. I have to wonder though, if they really facilitate any new analysis: there's going to be plenty of harping (as there always is) about the size of the pay package to the top execs and the performance of the company, etc. The disclosures will grease this kind of analysis, but do nothing to facilitate the analysis of how all recipients of such pay packages fared. Through the proxy process, shareholders are invited to approve compensation packages that extend widely into the bowels of a company - yet they're limited to reviewing the results of what they voted for through the prism of pay for just five executives. That's a shortcoming of the proposed disclosures - they don't cover all the persons covered by the plans that shareholders are asked to approve. Certainly, it would be too voluminous to list all the recipients in the same fashion as the top officers - but why not summary information on everyone in the pool? It would certainly provide useful feedback to investors about the costs of decisions they've made in the past.

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Pension & Other Benefit Plans: A Look Ahead


    Investors in firms with defined benefit pension plans always face the risk of suddenly being pushed farther back in line when it comes to being served their returns. Variability in plan assets and variability in benefit plan obligations are the reason: poor asset returns coupled with sinking interest rates always spell tough times for defined benefit plan funding. In that regard, this year’s asset returns combined with the Fed’s “Operation Twist” add up to “Operation Agony” for defined benefit pension plans. If trends continue along their current path, firms that may have anticipated moving to more realistic pension accounting - like Honeywell, AT&T and Verizon already have done - might forego that decision. It could be just too painful. 

    Pensions aren’t the only kind of benefit plan affected by Operation Twist. Other postemployment benefit (OPEB) plans share much the same accounting model as pensions, including the calculation of a projected benefit obligation that similarly incorporates a discount rate - one that will also be affected by Operation Twist. The net OPEB obligations were slightly less than pension obligations at the end of 2010, but also promise to grow in 2011. Investors perceive them as less threatening than pension obligations because they don’t require funding. Strangely, there are a number of firms that are recognizing income from these benefit plans - without ever creating a dime of cash for investors.

A recent edition of The Analyst’s Accounting Observer dissects these issues, and is available only to paid subscribers. A condensed version is available for free upon request. To receive it, send an e-mail to Brenda Rappold at brappold@accountingobserver.com, with “PENSIONS” in the subject line.

For information about subscribing to The Analyst’s Accounting Observer, click here.