Executive compensation
Melbinger, Michael S
A comprehensive practitioner's guide to designing, drafting, and administering executive compensation programs in compliance with the dense web of U.S. tax, securities, ERISA, and corporate law.
Executive Compensation by Michael S. Melbinger is the definitive working reference for anyone who must build or evaluate executive pay arrangements. Spanning employment and change-in-control agreements, equity and nonequity incentives, qualified and nonqualified retirement plans, securities-law compliance, golden-parachute taxation under Code Sec. 280G, deductibility limits under Code Sec. 162(m), and special contexts like bankruptcy, M&A, divorce, multinational employers, and tax-exempt entities, the book treats executive compensation as a complicated mix of market forces, personalities, business strategy, accounting, and law. It equips executives, board members, in-house and external lawyers, compensation consultants, and HR professionals not merely to comply but to analyze the effects, advantages, disadvantages, and pitfalls of every applicable legal and market factor—complete with sample agreements, checklists, and planning notes.
The model it argues
A framework model in which legal/regulatory constraints and design levers (agreement and plan provisions) shape executive psychological and behavioral states (alignment, retention, motivation) and produce outcomes such as compliance, tax efficiency, talent retention, and shareholder alignment.
Key ideas
- Legal and Regulatory Constraints
- The aggregate of tax, ERISA, securities, corporate, and accounting rules that define permissible and tax-efficient executive compensation design.
- Market and Competitive Conditions
- External talent-market and peer-practice conditions shaping competitive compensation terms.
- Compensation Design Levers
- The discretionary structural elements chosen in compensation agreements and plans.
- Board and Shareholder Governance Oversight
- Processes authorizing and constraining executive pay through board, committee, and shareholder action.
- Incentive Alignment
- The linkage between executive compensation outcomes and company/shareholder performance.
- Executive Retention and Security
- The executive's sense of security and likelihood of remaining with the company.
- Tax and Accounting Efficiency
- The minimization of nondeductible payments, excise taxes, and adverse accounting effects.
- Legal Compliance and Enforceability
- The degree to which arrangements satisfy law and withstand enforcement/litigation.