Managers of pension funds and hedge fund lords and jesters,
holders of our bonds and debts, retirees, and investors:
Gather round and hear our tale of scarcity, salvation,
destitute inservitude, and scant remuneration.
`Twas a time in distant year when most of our confessions
lay beneath a footnote heap concealing our transgressions.
Now the dreaded SEC demands complete disclosure
of the risks and hazards that comprise your full exposure.
Surely the assumption of your care is overstated
(do you really give a damn how we get compensated?)
Nonetheless, we must confess, and hence commence the healing,
coinciding with confiding of our double-dealing.
Before we do, we ask that you stay “shareholders,” not “claimants,”
when you get the facts of our extraordinary payments.
Damn these rules! How dare we share the facts of what we’ve hoarded!
What the hell, we might as well, so here’s how we’re rewarded:
First, below, we do bestow (bereft of charm or romance)
Just the facts as taxed by staffs at Corporation Finance.
So, in plainest English (though we’d rather say in Russian)
here is our “CD&A” (the D is for “discussion”):
We must state objectives of our compensation program,
(built to show investors we are undertaking no scam).
Well, our goals are simple, if you just demand essentials:
Pay ourselves unsightly sums beyond our true credentials.
That is fact, but won’t keep the Commission satiated;
no, they want the gory stuff on how plans get created.
Since we can’t just say that we are paid at our discretion,
here are answers to the SEC’s annoying questions:
What are goals and attributes that merit our rewarding
payment to directors and executives according?
Basically, it’s ignorance, ineptitude (in torrents!),
meeting nonattendance, and a lousy stock performance.
Long-term compensation’s not a concept we believe in,
largely “cause a stock uptick ain’t something we’re achievin.”
Mostly we grant options when the market’s acting softer,
other times we dish out cash and drain the corporate coffer.
On the market timing of the options we have granted:
you can bet (don't get upset) some dates have been transplanted.
Factors we consider when our pay plans rise or plummet?
Duh: we simply backdate from the stock’s most likely summit
Next on the Commission’s list: the impact of accounting
and, of course, the tax treatment for comp that’s ever mounting.
Luckily, our audit firm has simply guaranteed us
sympathetic treatment under IRS tax treatise.
Now, at many companies a source of boardroom groaning
are the ownership decrees (“obligatory owning”).
We don’t force execs to own our stock or make such pledges;
actually, we recommend they dump it or make hedges.
To the SEC’s incessant caterwauls and barking
on the question as to whether we have done benchmarking.
“Certainly,” we say: we took our industry and weighted
all their pay (except the cheapest were eliminated).
Finally, we have been asked to please explain the role in
compensation planning our execs may be controlling.
Well, of course they all help make the comp gap ever-wider;
Who could better set the comp than management insiders?
Thus we bring this exercise unto its final ending
We’ll assume (with awful gloom) your litigation’s pending.
But don’t hate us, sue us, or remain forever jealous:
Basically, we do just what the comp consultants tell us.
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