611.63 Executive compensation.

(1) General power. Subject to this section, ss. 180.0302 (11), (12) and (16) and 180.0811 apply to stock corporations and s. 181.0302 (11) to (14) applies to mutuals.

(2) Approval of board action by shareholders. Any benefits or payments to any director or officer on account of services rendered to a stock corporation more than 90 days before the agreement or decision to give the benefit or make the payment, and any new pension plan, profit-sharing plan, stock option plan or any amendment to an existing plan which so far as it pertains to any director or officer substantially increases the financial burden on the corporation shall be approved by a vote of the shareholders.

(3) Notice to commissioner. Any action taken by the board of a mutual insurance corporation on any of the subjects specified in sub. (1) shall be reported to the commissioner within 30 days.

(4) Annual report to commissioner. The amount of all direct and indirect remuneration for services, including retirement and other deferred compensation benefits and stock options, paid or accrued each year for the benefit of each director and each officer and member of executive management, as defined by the commissioner, whose remuneration exceeds an amount established by the commissioner, and for all directors and officers as a group shall be included in the annual report made to the commissioner.

(5) Prohibited criteria. No arrangement for compensation or other employment benefits for any director, officer or employee with decision-making power may be made if it would:

(a) Measure the compensation or other benefits in whole or in part by any criteria that would create a financial inducement for him or her to act contrary to the best interests of the corporation; or

(b) Have a tendency to make the corporation depend for continuance or soundness of operation upon continuation in his or her position of any director, officer or employee.

(6) Effect of rehabilitation and liquidation proceedings. If an order of rehabilitation or liquidation is issued under s. 645.32 or 645.42, the contractual obligations of the insurer for unperformed services of any director, principal officer or person in fact performing similar functions or having similar powers is thereupon terminated.

History: 1971 c. 260; 1973 c. 128; 1979 c. 102 s. 236 (13), (20); 1989 a. 303; 1997 a. 79; 2015 a. 90.