April 10, 2006
April 10, 2006
Dear Sirs:
Thank you for the opportunity to comment on the proposed rule on the disclosure of executive compensation.
1. Threshold for perquisite disclosure The $10,000 limit for perquisite disclosure is too low. The $10,000 limit could require disclosure of perquisites as immaterial as use of a low to midrange vehicle and supplemental health insurance. A $10,000 limit requires additional work on the part of the registrant for very little benefit to the investor. A de minimus amount of $20,000 or $25,000 is more appropriate or possibly using 10% of salary as disclosure point.
2. Summary Compensation Table A summary compensation number which provides a single total compensation implies a hard and fast number where that level of certainty does not exist. In particular, the stock option component has many assumptions and the use of the front end calculation implies the receipt of value at that point in time rather than value that depends on performance of the stock over time. While restricted stock grants have fewer assumptions in their front end valuation, there are still a wide range of outcomes when the stock vests and the recipients value is determined. Shifting these disclosures in total compensation to the point in time when stock options are exercised or restricted stock vests would move the disclosure to what the recipient actually receives. To the extent these forms of compensation are performance based, reporting upon exercise and vesting shows how they actually aligned with stockholder interests.
3. Compensation Disclosure and Analysis
a. Meaningful discussion of the issues that would potentially be appropriate for discussion would require additional time from one or more members of the Board of Directors. The decisions on these issues are generally made with limited staff presence and involvement which means that disclosure requires significant additional Director involvement.
b. The number and nature of issues that would potentially be appropriate for discussion would create a bias for these compensation decisions to be formulaic instead of based on business judgment.
4. Change of Control and Retirement Compensation
a. Certain components of compensation such as stock options and stock grants are triggered in both change of control and retirement situations. These disclosure regulations should be written so that this one component of compensation is not shown twice.
b. Change of Control and Retirement plans usually have significant components that depend on the stock price of the
Company and therefore significant assumptions in coming to a number for disclosure.
5. Furnished versus Filed The nature of the disclosures indicates that a furnished discussion is far more likely to be an open discussion of the topics of interest to investors and therefore more useful.
6. Security Ownership by Officers and Directors The proposal indicates a disclosure of number of shares pledged by management. Many individuals hold some of their shares in a margin account that may have de minimus borrowings compared to the number of shares in the account or borrowings that could be attributed to other securities but due to the account structure managements holdings in the company are legally pledged. I suggest that if actual borrowings are less than 25% of the value of the shares that disclosure not be required.
Thank you for the opportunity to comment on this proposal.
Sincerely
Curt Kollar, CFO
Charter Financial Corporation