NACD to Provide Corporate Directors' Perspective on Executive Pay Definitions and Disclosures to SEC

WASHINGTON, July 31, 2013 (GLOBE NEWSWIRE) -- With the Securities and Exchange Commission (SEC) focused on finalizing Dodd-Frank rules, the corporate governance community awaits guidance on pay-for-performance disclosure requirements, among other critical compensation issues.

In an effort to help the SEC shape its guidance on pay-for-performance disclosure, the National Association of Corporate Directors (NACD) is determining if a consensus exists on which pay definitions to use for pay-for-performance analyses and the principles that should be adopted when disclosing pay and performance.

This effort is informed by NACD's Compensation Committee Chair Advisory Council, which brings leading compensation committee chairs from Fortune 500 companies together with regulators, institutional investors, and governance leaders for candid and informal discussions about how to strengthen corporate governance generally, and enhance the effectiveness of compensation committees in particular.

A summary of proceedings from the meeting is available for download at

This NACD Advisory Council is supported by partners Farient Advisors and Gibson, Dunn & Crutcher. "Farient is thrilled to be part of this important program," said Robin Ferracone, CEO of Farient Advisors. "The top issue for both shareholders and companies is whether pay is aligned with performance. While there is general acceptance that the performance side of that equation should primarily be based on total shareholder return (TSR), there is not yet a commonly accepted definition for pay. Through this council, NACD is becoming a major voice in helping the corporate governance community define and communicate executive pay."

In addition to pay-for-performance disclosures, the NACD Compensation Committee Chair Advisory Council also discussed recent regulatory activity, ways to strengthen boardroom discussions on compensation, and how to enhance communications with investors. "The advisory council provides a forum for compensation committee chairs to discuss current issues based upon their experience, to share what works on their boards and to participate in public dialogue on emerging compensation issues and regulation," said Amy L. Goodman, partner at Gibson, Dunn & Crutcher. "In addition, all this information is communicated to the broader NACD community."

Delegates attending the NACD Compensation Committee Chair Advisory Council meeting included:

  • Erroll B. Davis Jr., Compensation Committee Chair, Union Pacific Corp.
  • William J. Flynn, Compensation Committee Chair, Republic Services
  • Brenda J. Gaines, Compensation Committee Chair, Fannie Mae
  • Gregory E. Lau, Former Executive Director, Global Compensation and Corporate Governance, GM
  • Nana Mensah, Compensation Committee Chair, Reynolds American
  • Kathleen Misunas, Compensation Committee Chair, Tech Data Corp.
  • Robert Scully, Independent Director, Bank of America
  • Edwina D. Woodbury, Compensation Committee Chair, RadioShack Corp. [Woodbury has since rotated out of this chair position. She remains a member of the RadioShack Compensation Committee.]

  • Charles A. Yamarone, Compensation Committee Chair, United Continental Holdings

NACD also convenes advisory councils with leading corporate directors from Fortune 500 companies on risk oversight and the nominating/governance and audit committees. All four advisory councils convene throughout the year to exchange ideas on leading oversight practices.

About NACD

The National Association of Corporate Directors (NACD) is the only membership organization focused exclusively on advancing exemplary board leadership. Based on more than 35 years of experience, NACD identifies, interprets, and provides insights and information that corporate board members rely upon to make sound strategic decisions, confidently confront complex business challenges, and enhance shareowner value. With more than 13,000 corporate director members, NACD provides world-class director education, director training, and proprietary research about leading boardroom and corporate governance practices to promote director professionalism and bolster investor confidence. Furthermore, to create more effective and efficient corporate boards, NACD provides independent board evaluations and custom-tailored in-boardroom education and training programs, as well as director-led conferences, forums and peer-exchange learning opportunities to share ideas about current and emerging issues. Fostering collaboration among directors and governance stakeholders, NACD is shaping the future of board leadership. To learn more about NACD, visit To join, please contact Kelly Dodd at or 202-380-1891.

About Farient Advisors LLC

Farient Advisors ( is an independent executive compensation and performance consultancy which helps clients make performance enhancing and defensible executive compensation decisions that are in the best interests of their shareholders. Farient provides a comprehensive array of executive compensation and performance advisory services, including compensation strategy and planning, program design, decision support, process support, and other services including board of director compensation, technical reviews, investor communications, and assistance in transactional situations. In addition, based on its extensive data base covering the Russell 3000, Farient offers a proprietary performance and pay Alignment Model to help assess, improve, and convey pay and performance alignment. Farient Advisors was founded in 2007 and has offices in Los Angeles, New York and London (through our affiliation with Kepler Associates).

About Gibson, Dunn & Crutcher LLP

Gibson Dunn is a leading international law firm. Consistently ranking among the world's top law firms in industry surveys and major publications, Gibson Dunn is distinctively positioned in today's global marketplace with more than 1,000 lawyers and 17 offices, including Brussels, Century City, Dallas, Denver, Dubai, Hong Kong, London, Los Angeles, Munich, New York, Orange County, Palo Alto, Paris, San Francisco, São Paulo, Singapore, and Washington, D.C. For more information, please visit

CONTACT: Media Contact: Henry Stoever Chief Marketing Officer 202-775-0509 hstoever@NACDonline.orgSource:National Association of Corporate Directors