Coming soon · Book Profile
Executive compensation
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.
A profile of this book is on the way.
What it’s about
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 through-line
- Who it’s for
- An executive, board member, in-house or external lawyer, compensation consultant, or HR professional who wants to design and administer competitive, legally sound executive compensation programs.
- The problem
- Executive pay must satisfy a seemingly endless list of tax, ERISA, securities, and corporate laws while remaining market-competitive and strategically sound. They feel overwhelmed and exposed to the risk of costly mistakes, penalties, and litigation.
- The plan
- Understand the full legal, market, and accounting framework governing each compensation element.
- Analyze the advantages, disadvantages, and pitfalls of available design choices.
- Draft precise agreements and plan documents using provided samples, checklists, and planning notes.
- Anticipate tax cliffs and governance requirements before finalizing arrangements.
- Administer and update programs to maintain compliance and competitiveness.
- The payoff
- Compensation programs that are competitive, strategically aligned, and legally compliant. · Avoidance of punitive tax outcomes, penalties, and litigation. · Confident, informed negotiation and drafting of agreements.
See our guide
Related profiles we’ve built
Additional reading
- Human Resource Champions · David Ulrich
The preface references this as a landmark book in the effort to define HR core competencies and the role of HR as a strategic business partner.
- The Human Side of the Enterprise · Douglas McGregor
Mentioned in the preface as a key influence in shifting the perspective from 'personnel administration' to 'human resource management,' providing historical context for the evolution of the HR function.
- The Compensation Handbook, A State-of-the-Art Guide to Compensation and Design · Berger, L.A., and D.R. Berger, editors
This book provides a deep dive into the practical application of finance and accounting; a broader handbook like this one would provide context on the design elements (internal/external equity) that this book deliberately does not cover in detail.
- How to Be a Star at Work: 9 Breakthrough Strategies You Need to Succeed · Robert E. Kelley
Referenced to support the idea that a key trait of high performers is their ability to leverage learning opportunities, which is a core tenet of the book's framework for excelling as a compensation professional.
- Average Is Over: Powering America Beyond the Age of the Great Stagnation · Tyler Cowen
Cited to highlight the increasing economic value of individuals whose skills are complementary to computers, underscoring the book's argument that 'soft skills' and strategic thinking are becoming critical for compensation professionals in a data-driven world.
- Drive: The Surprising Truth about What Motivates Us · Daniel H. Pink
Cited as a contrasting viewpoint that questions the efficacy of financial incentives, highlighting the importance of autonomy, mastery, and purpose. This is relevant to the book's deep focus on designing effective incentive systems.
- Creative Destruction: Why Companies That Are Built to Last Underperform the Market · Sarah Kaplan and Richard N. Foster
Referenced to illustrate the increasing pace of change and business complexity, which provides the context for why compensation professionals need to be more strategic and business-savvy.
- Beyond HR: The New Science of Human Capital · John W. Boudreau and Peter M. Ramstad
Listed as an additional resource to provide a deeper dive into the strategic management of human capital, which is a central theme of the handbook.
- Pay and organizational effectiveness: A psychological view · Lawler, E. E., III (1971)
This is cited as a foundational text that comprehensively applied psychological theories, particularly expectancy and equity theory, to understand how pay systems affect employee motivation and behavior.
- Economics, organization & management · Milgrom, P., & Roberts, J. (1992)
Serves as a key reference for the 'new economics of personnel,' particularly agency theory. The book uses its concepts to frame decisions about behavior- vs. outcome-based contracts and the challenges of incentive design.