SEC Rules to Expose Executive Pay

Public companies will have to be a bit more revealing about what and how they are paying executives, say the new rules passed by the Securities and Exchange Commission on Wednesday.

Under provisions that will go into effect later this year, companies will have to provide a figure for the total compensation they pay to executives each year, as well as a detailed breakdown of the different components of the compensation, including the value of retirement benefits.

The rules were in response to complaints that current compensation disclosures don't provide enough information to shareholders about what CEOs and other executives are actually paid and that they omit some crucial components of their compensation.

But the new provisions go beyond simply giving more details on CEO salaries. They also target the growing scandal over companies manipulating stock-options grants for the benefit of insiders.

Under the provisions, companies will have to disclose more information about when grants were made, why they were made then and whether they either backdated the grants or timed the release of potentially market-moving information around the grants.

The SEC originally proposed the new rules back in January, and they drew enormous interest from the public, commission Chairman Christopher Cox said in a statement.

"The better information that both shareholders and boards of directors will get as a result of these new rules will help them make better decisions about the appropriate amount to pay the men and women entrusted with running their companies," Cox said.

"Shareholders need intelligible disclosure that can be understood by a lay reader without benefit of specialized expertise or the need for an advanced degree," Cox said. "It's our job to see that they get it."

Public companies currently have to disclose compensation to the CEO and their four other top-paid executives in the form of several charts in their proxy statements and annual reports. The charts list executives' salaries, cash bonuses, stock awards and the value of various perquisites.