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I searched this blog for entries about perks, and no fewer than 29 had “perk” and 11 had “enforcement” in the title. In my book, that’s already 29 reasons to ...

This one slipped by me! Last week, Glass Lewis published commentary that suggests the proxy advisor will be on the lookout for option repricing practices as part of ...

I blogged a few weeks ago that investors are pushing for higher-quality ESG metrics. A new PwC analysis of carbon targets shows they may have good reason to be ...

The latest 131-page guide for compensation committees from Wachtell Lipton is here. As always, the guide even includes a sample compensation committee charter at the ...

The NYSE recently posted its initial rule filing to implement listing standards under the SEC’s Dodd-Frank clawback rules — and yesterday, Nasdaq followed suit by ...

In a study earlier this year, Willis Towers Watson found that 77% of large companies in Europe and North America are now including ESG metrics in executive compensation ...

If you read to the very end of Item 402(v) of Regulation 402(v), you’ll see that Instruction 3 says that “[t]he information required by paragraph (v) of this section ...

I’ve blogged a few times about the Tornetta v. Musk litigation — in which the plaintiff is arguing that Tesla’s directors (and Elon Musk, as an allegedly ...

If you’re putting the finishing touches on your HCM disclosures, it’s worth taking a look at a recent Gibson Dunn survey. The 11-page memo covers “human capital” ...

Growing up in the shoe biz, I can empathize with retailers right now. Ongoing disruptions to business models and the economy have created long-term uncertainty for ...

After much anticipation and nail-biting, Corp Fin has issued 15 “Regulation S-K” CDIs to address common questions under new Item 402(v), which is the “pay versus ...

When say-on-frequency votes roll around every sixth year, one of the questions that has been asked repeatedly in our Q&A Forum is what voting standard to apply. ...

Last week, ISS further updated its “Equity Compensation Plans” FAQs — to provide more info about their burn rate calculation. Question 15 now includes this ...

Recently, the Corp Fin Staff issued a series of Compliance & Disclosure Interpretations to address some of the open questions on the Dodd-Frank clawback rules. Dave ...

The annual deadlines for filing information returns with the IRS and providing employees with information relating to 2022 ISO exercises and ESPP stock purchases are ...

Fortunately, I wasn’t one of the thousands of travelers who were stranded by Southwest’s scheduling meltdown over the holidays, but if I was, questions about the ...

As Dave blogged yesterday on TheCorporateCounsel.net, soon-to-be-official Corp Fin Director Erik Gerding said the Staff is planning to issue CDIs to clarify some of the ...

John blogged last month about the striking performance benefits that appear to be associated with CEO pay cuts. Since that blog ran, we’ve received a few posts on our ...

A recent Wachtell Lipton memo is a good reference point if you need to quickly summarize the main executive compensation issues that companies and boards need to watch ...

A recent Willis Towers Watson study highlights the prevalence of ESG metrics in executive comp plans. The firm reviewed public disclosures from more than 800 companies, ...

The messy story of McDonald’s Corporation’s decision to terminate its former CEO Stephen Easterbrook added another chapter yesterday, when the SEC announced that it ...

A recent article from Directors & Boards highlights anticipated compensation committee priorities for 2023. This excerpt says that one of those priorities is ...

FW Cook recently issued its annual Director Compensation Report, which reviewed director comp at 300 companies in order to assess market practices in pay levels and the ...

The SEC’s adoption of the Dodd-Frank clawback rules triggered a process that will ultimately result in the adoption of new clawback listing standards by the NYSE and ...

One point that was made consistently at our fall conference and at our November special session on the pay versus performance rules was that it will be much easier to ...

I’ve blogged a few times about pay transparency laws, which are continuing to proliferate. A recent Aon memo gives an overview of the latest regulations — and ...

Severance policy proposals made a comeback during the 2022 proxy season and need to be on your radar for 2023. Over on the Proxy Season Blog on TheCorporateCounsel.net, ...

Yesterday, the SEC adopted amendments to “modernize” Rule 10b5-1 insider trading plans and related disclosures. As contemplated by the proposal, the amendments add a ...

We’re continuing to post memos about the final Dodd-Frank clawback rules in our “Clawbacks” Practice Area. Here’s an excerpt from Farient Advisors’ ...

A recent 32-page report from Southlea Group (which is a Canadian executive compensation consulting firm owned by the same group as Farient Advisors) says that ESG ...

A recent Willis Towers Watson memo looks at how S&P 100 stock ownership and retention guidelines have changed since 2015. The firm’s summary notes that these ...

On our page about “Director Compensation Practices,” we regularly share trend reports on the amount and form of director pay. I blogged a couple of months ago that ...

Three B-school profs recently did a study about what actual CEO take-home pay can tell investors, compensation committees and others that use executive pay info for ...

Incredibly, we are heading into the 12th year of Say-on-Pay. With Rule 14a-21(b) requiring a “say-on-frequency” vote no less than once every six years, that means ...

Late last week, Glass Lewis issued its 2023 policy guidelines for the US and certain other markets — which apply for annual meetings held after January 1st. The ...

ISS has announced that for companies with annual meetings between February 1st and September 15th of next year, its peer group review and submission window will open ...

At our 19th Annual Executive Compensation Conference last month, we covered key action items for the SEC’s new pay versus performance disclosure rules — including ...

Here are findings from Semler Brossy’s latest “Industry Report” on ESG metrics in S&P 500 incentive plans: – Energy, Utilities, Materials & Real ...

While special retention awards continue to be frowned upon by proxy advisors and investors, they do tend to serve their stated purpose of retaining executives during ...

Recently, a management professor at the London School of Economics asked 1,000 executives whether they care about income inequality and the societal problems it creates. ...

As you continue to work through the technicalities of your upcoming pay versus performance table, a recent FW Cook blog gives a heads up on valuing equity awards that ...

Effective today, under Local Law 32, New York City joins Colorado, California and other states in requiring companies to disclose a range for base salary or hourly pay ...

Yesterday, by a 3-2 vote, the SEC adopted rules that will (eventually) require exchange-listed companies to maintain “clawback policies” for the “recovery of ...

I’ve blogged a couple of times about the resurgence this year of shareholder proposals that suggest a cap on executive severance amounts (we also discussed this at our ...

Similar to the current situation in which we find ourselves, there was some head-scratching when the SEC originally proposed pay versus performance rules in 2015. For a ...

It’s hard to believe that the ISS Equity Plan Scorecard has been around for only eight years. Given the prominent role it plays in submitting equity plans for ...

A recent memo from Compensation Advisory Partners looks at 2022 CFO pay relative to CEOs, based on 130 companies with median revenue of $14 billion. Like CEOs, it’s ...

One of the sessions that I am most excited for at tomorrow’s 19th Annual Executive Compensation Conference is the panel on key compliance steps for the SEC’s new pay ...

Last week, the Economic Policy Institute published an annual report on CEO pay — which shows that when it comes to total compensation, public company CEOs are leaving ...

As You Sow, a well-known shareholder proponent that added a focus on executive compensation eight years ago with its annual report on the “100 Most Overpaid CEOs,” ...

With the stock market’s nose dive this year, many options that were granted in 2021 are now underwater. A five-page memo from Holland & Knight provides four ...

With more large companies failing or coming in below 70% support on their Say-on-Pay vote this year, compensation committee members who are facing reelection will need ...

One of the most significant aspects of the SEC’s new pay versus performance disclosure rules — in terms of the effort that will be required — is that companies ...

A recent 18-page memo from Alliance Advisors recaps major shareholder proposal trends and voting outcomes from annual meetings through August 5th. Beginning on page 11, ...

The DOJ is adopting its first-ever department-wide policy to guide prosecutors on considering corporate compensation programs and clawback policies in criminal ...

As I’ve reiterated time and time again, the Reg Flex Agenda that the SEC publishes reflects the priorities of the Chair and isn’t a commitment to a particular ...

The notion of capping executive pay, which is at least a decade old and reemerges every few years, seems to be reentering the dialogue once again. One aspect of this ...

Way back in 2019, we blogged that a shareholder went to court to challenge the $56 billion compensation award that was awarded to Elon Musk in 2018. The Delaware Court ...

A California bill is poised to significantly increase state-level reporting obligations for companies with employees in that state — which may normalize pay ...

Compensation is a key part of CEO succession planning, which — as one of the board’s most important responsibilities — should receive ongoing attention even when ...

Norges Bank Investment Management, which operates Norway’s massive sovereign wealth fund with more than 9,300 portfolio companies globally, is providing new guidance ...

In a rare court challenge to CEO pay, last week the founders and largest shareholders of a publicly traded hedge fund brought a books and records claim in the Delaware ...

The SEC’s Enforcement Division is committed to seeking clawbacks under Section 304 of the Sarbanes-Oxley Act — and they want you to know. Late last week, the ...

Sullivan & Cromwell just published an analysis of Say-on-Pay and equity plan voting for annual meetings held through June 30th (the date by which ~90% of U.S. public ...

Back in 2019, director compensation was in the spotlight due to litigation over pay to Goldman Sachs’ board members. That case ultimately settled — and one of the ...

In its recent “Proxy Season Briefing,” Glass Lewis shares these takeaways from meetings through June 30th (see my Proxy Season Blog on TheCorporateCounsel.net for ...

Under newly effective amendments to Sections 152, 153 and 157 of the Delaware General Corporation Law, companies now have greater flexibility in equity grant procedures. ...

After giving commenters two new bites at the apple — and releasing a Division of Economics and Risk Analysis memo to analyze costs and benefits — the SEC is aiming ...

In a recent Wall Street Journal article, Rick Wartzman and Kelly Tang, of the Drucker Institute, analyzed whether high pay ratios drag down the health of businesses, as ...

I blogged last week about a rulemaking petition that the Working Group on Human Capital Accounting Disclosures submitted to the SEC — which, among other things, urged ...

Emily blogged last week about the resurgence this proxy season of shareholder proposals relating to severance arrangements. I’m pleased to follow up with more detail ...

Way back in 2017, before many folks had even heard the term “human capital,” the investor-led Human Capital Management Coalition submitted a rulemaking petition to ...

A recent FW Cook article says that an executive’s retirement may become rocky and unpleasant without proper planning. Crafting thoughtful provisions around equity ...

Life sciences companies may want to leverage equity compensation for their physician advisors — but there are complicated health care fraud and abuse regulations ...

For the first time in recent years, the largest subcategory of “executive compensation” shareholder proposals related to requests to submit severance agreements to a ...

Pay decisions are complicated and rest on many factors. Sometimes, boards need to depart from “best practices” to compete for talent or reward work on key ...

As reported by ESG Today, Hewlett Packard Enterprises is joining a growing group of companies in linking executive pay to climate initiatives. HPE’s sustainability ...

Liz previously blogged about how the concern about using ESG incentives to improperly reward executives may not be supported by current data. Another concern investors ...

Over on the Proxy Season Blog, Liz previously talked about all the nuggets from Georgeson’s annual proxy season review. Here are some compensation-related ...

As we all know, Item 402(j) of Regulation S-K gives companies broad latitude in how they present the quantification of the estimated payments and benefits that their ...

By now, the characterization of annual bonuses as “non-equity incentive plan compensation” for disclosure purposes has become so ingrained in me that I rarely look ...

Broc blogged in 2018 about predictions that Elon Musk’s $56 billion incentive compensation package would revolutionize CEO pay at other companies. The pay consisted of ...

The Center on Executive Compensation recently published a 16-page guide on the expanded role of the compensation committee — including human capital management, talent ...

ISS announced last week that its peer group submission window will be open from 9 a.m. EST on Tuesday, July 5th until 8 p.m. EST on Friday, July 15th for companies that ...

It has been a difficult hiring market for employers over the past several months, and this is equally true for executive talent. Meridian notes that traditional ...

I previously blogged about how it may generally be easier to implement diversity, equity and inclusion metrics compared to climate metrics. A recent Semler Brossy ...

Last year, I blogged about Pearl Meyer’s quick poll on how workforce base salaries might climb higher in light of record inflation and high turnover rates. In May, ...

The Asset Management Association of China wants to limit pay for senior staff at financial institutions, according to meetings reported by Bloomberg but denied by ...

I was looking at the definitive proxy statement of Thermon Group Holdings, Inc. and noticed that they had doubled the number of ESG metrics in their short-term incentive ...

The enthusiasm of 3 million pandemic-era retail holders was not enough for AMC to win Say-on-Pay support at this year’s annual meeting. The company’s Form 8-K ...

We’ve heard in a previous webcast that compensation committees are feeling the pressure to incorporate ESG-related metrics into incentive plans, due in part to ...

DXC Technology Company received only 47% support on its Say-on-Pay proposal at its 2021 Annual Meeting of Stockholders. As a result, the company provided extensive ...

We’ve blogged a few times about the Great Resignation and the increasing focus given to human capital management — and a Skadden memo highlights that March 2022 set ...

The SEC announced that it has (once again!) reopened the comment period for proposed listing standards relating to recovery of erroneously awarded compensation. This is ...

I blogged a few weeks ago about Pay Governance findings that ESG metrics aren’t leading to the executive windfalls that some had feared. A new Willis Towers Watson ...

Constellation Brands, Inc., the global producer and marketer of beer, wine and spirits, always seems to have some interesting features in its definitive proxy statement. ...

A recent Aon memo analyzed the evolution of human capital management disclosures among 103 filings from S&P 500 companies for the 2021 fiscal year — Year 2 of ...

Core & Main Inc., which is based in St. Louis, Missouri, is North America’s largest distributor of water, sewer, storm, fusible piping and fire protection ...

Yikes! Vice Chancellor Laster issued a 115-page opinion this week that should have you running to double check your equity grant ledgers and records. The facts of the ...

A majority of big companies now include some type of ESG metric in their executive pay program. The jury is still out on whether that’s a good thing. One view is that ...

Last week was peak “annual meeting” with 119 meetings on Thursday alone, according to data from ISS Corporate Solutions. Although the overall Say-on-Pay failure rate ...

I was reading through the definitive proxy statement of John Bean Technologies Corporation when I encountered an interesting explanation of how the company went about ...

According to ISS Corporate Solutions, the peak of the 2022 U.S. corporate annual meeting season will occur tomorrow, May 19th, with 119 annual meetings scheduled. May is ...

During the early months of 2020, there was a ton of coverage about CEO and employee pay cuts — with some CEOs giving up their 2020 salaries to help dampen the ...

With median pay packages for CEOs breaking records this year, an updated Semler Brossy report (with data as of May 5th) shows that the current S&P 500 average ...

Emily blogged last month that CEO pay is back on the rise. A new ISS Corporate Solutions white paper (available for download) says that the rebound is widening the gap ...

Check out this updated “Compensation Committee Handbook” from Skadden Arps — written in a non-technical style that is easily understood. This year’s edition is ...

Last week, the Delaware Court of Chancery granted in part, and denied in part, a motion to dismiss a derivative suit with two breach of fiduciary duty claims, an unjust ...

Here are some of the latest stats from Willis Towers Watson on Say-on-Pay votes at Russell 3000 companies and equity plan votes at S&P 1500 companies, as of April ...

In late March, S&P Dow Jones Indices and MSCI Inc. announced changes to the Global Industry Classification Standard structure, which will go into effect next year ...

Last week, the Department of Labor announced that it had entered into a settlement with LinkedIn to resolve allegations of systemic gender-based pay discrimination. ...

As companies emphasize the importance of human capital management in their periodic filings, shareholder proponents are seeing if that lines up with a company’s pay ...

A new Pay Governance memo (posted with other resources in our “COVID-19” Practice Area) indicates that several compensation practices that were adopted two years ago ...

Last week, New York City Comptroller Brad Lander and New York State Comptroller Thomas DiNapoli announced they were launching a “VOTE NO” campaign against the ...

Mastercard is going “all in” with motivating corporate ESG performance. In its recently filed proxy statement, the company says that investors approved of the ESG ...

With the “Great Resignation” comes lots of creative ideas on retention and compensation. Some companies are trying to stay ahead of the curve by offering crypto as ...

I blogged earlier this month about how Say-on-Pay is going in the 2022 proxy season. As a recap, we saw three companies failing from the Russell 3000 (so a 2.2% failure ...

President Biden unveiled his 2023 budget proposal in late March — and John blogged over on TheCorporateCounsel.net about the proposed buyback restrictions and its ...

The last two years were rocky in the executive compensation world as compensation committees tried to design the right incentives during a pandemic. In 2021, ISS put out ...

To complement Semler Brossy’s recent memo on early Say-on-Pay results, check out the memo from Equilar on the Harvard Law School Forum on Corporate Governance ...

With proxy season in full swing, here are some observations from the latest Semler Brossy memo tracking Say-on-Pay results for this season, published as of March ...

Pay ratio is coming full circle. Remember when the rule went into effect and everyone was really worried their company would be canceled (or whatever the word was for ...

Emily Sacks-Wilner blogged a few weeks ago about restrictions out of Russia that broadly prohibit transactions that transfer equity from companies in an “unfriendly ...

To mark Equal Pay Day on March 15th, Arjuna Capital and Proxy Impact issued their fifth annual “Racial and Gender Pay Scorecard,” which shows seven companies now ...

There are lots of considerations at play when setting executive compensation programs at public companies. You want to be able to retain and motivate your executives ...

Willis Towers Watson published its annual analysis of director pay levels and practices among S&P 500 companies, based on proxy statements filed in 2021. The ...

Last year, we saw an uptick in Say-on-Pay failures early on, with the overall 2021 failure rate landing at 2.8% (versus 2.3% in 2020). When companies fail a Say-on-Pay ...

As I wrote yesterday a growing number of commentators are taking issue with the concept of using ESG metrics in executive pay plans. They say the risks outweigh the ...

I’ve blogged a few times about the downsides of adding ESG metrics to incentive plans. Now, Harvard Law profs Lucian Bebchuck & Roberto Tallarita are out with an ...

Shareholders just raised the stakes for pay equity proposals. Although fewer resolutions made it onto ballots last year, that simply means that some companies recognized ...

Transitioning from a private to public company is a huge leap. It takes a lot of careful thought and dialogue between the company management, its board of directors and ...

Last week, Liz blogged on TheCorporateCounsel.net about BlackRock’s 2022 engagement priorities. BlackRock Investment Stewardship also published their approach to ...

Countries and companies alike have been taking action against Russia, including with sanctions and pausing sales. Russia has also been taking its own actions — ...

Shareholder proponent As You Sow recently issued its 8th annual “100 Most Overpaid CEOs” report, which is available for download on their website. Here’s how they ...

I blogged yesterday about the “against” recommendation that ISS is making for Apple’s say-on-pay resolution. While you don’t have to be making $82 million grants ...

Recently, the Financial Times reported that proxy advisor ISS would recommend an “against” vote for Apple’s say-on-pay resolution this Friday – due to concern ...

Emily blogged last fall that women execs are getting stuck at the median due to pay benchmarking practices. Morningstar is now out with data showing that the pandemic ...

I previously blogged about some stats around DEI metrics for the 100 largest companies in the Fortune 500 & those that were publicly committed to improving DEI ...

Compensation is still a big wrench in the employee retention toolkit – and we’ve previously blogged about companies projecting workforce base salary increases given ...

We’ve noted on several occasions that there’s been an uptick in the number of companies that consider progress on DEI, health and safety, emissions, or other ...

A Forbes article from Bruce Brumberg — Editor-in-Chief and Co-Founder of MyStockOptions.com — notes that some big tech companies are changing their stock grant ...

Total shareholder return is one of the most prevalent metrics in long-term incentive plans. Now, a newer way of incorporating TSR is starting to gain traction. A blog ...

Meridian Compensation Partners released its 2021 Study of Executive Severance Arrangements Not Related to a Change in Control, with data from 100 large U.S. public ...

I previously blogged about how companies are looking to increase workforce compensation due to inflation & talent wars. But of course, compensation committees also ...

There are so many facets of the SEC’s December proposal on Rule 10b5-1 & Insider Trading that it’s been easy to overlook the impact it could have on option grant ...

There’s been a lot of back and forth on whether shareholders actually provided lower support for say-on-pay resolutions last year. That’s probably because the data ...

Despite last week’s wild stock market fluctuations and all of the other factors pointing to a dampened year for IPOs, there are still plenty of companies that are ...

Liz previously blogged about the growing number of companies incorporating ESG metrics — and how ESG in executive compensation is likely here to stay. But ESG can mean ...

Check out BDO’s latest study examining director and select board compensation practices of 600 middle-market public companies. Data was collected from proxy statements ...

CEO pay continues to be scrutinized by long-term investors, employees, activist investors and the media. A Pay Governance memo gives us a sneak peek at where they think ...

Keysight Technologies, Inc. filed its latest definitive proxy statement earlier this week. Last year, the company upgraded its Proxy Summary (which starts at page (i)), ...

This proxy season, S&P 500 boards will be facing greater consequences for keeping workforce demographic info private. As Emily noted last week on our “Proxy Season ...

Over the past couple of years, we’ve been tracking the trend of compensation committees expanding their scope of focus to cover the broad spectrum of human capital ...

Liz blogged a couple of months ago about how investors are starting to assess pay ratios as part of the say-on-pay analysis. According to a recent study by a group of ...

To kick off 2022, here’s a summary of Longnecker’s blog covering upcoming compensation strategies & emerging trends – for executives and the broader ...

As everyone plots out the agendas for upcoming board & committee meetings — and considers governance disclosure that will go in the proxy statement — a member ...

The Canadians are sorry, but some of them have had enough of excessive CEO pay at U.S. companies. As investors to the north and elsewhere begin to incorporate ...

FW Cook has released its 49th Annual “Top 250 Report,” which examines the long-term incentive practices and trends of the 250 largest companies in the S&P 500. ...

While many folks were hard at work on year-end deadlines — or taking well-deserved breaks — there was a big development in the clawbacks space. McDonald’s ...

I previously blogged about compensation committees using discretion in incentive plans to retain executives through the pandemic. But with the spotlight on human capital ...

Due to the COVID-19 pandemic, some compensation committees had to use their discretion with incentive plans to retain and motivate executives. While investors and proxy ...

Willis Towers Watson’s Global Executive Compensation Analysis Team (GECAT) found some equity compensation program trends for S&P 500 companies by analyzing the ...

A blog from Pearl Meyer’s Sharon Podstupka points out that it’s not too soon to begin drafting your CD&A — particularly if your comp committee changed ...

A recent Willis Towers Watson memo looks at how S&P 100 stock ownership and retention guidelines have changed over the past six years. Here’s an excerpt from the ...

With the amount of annual compensation that executives earn, some people think that retirement benefits aren’t much of a competitive factor. However, a Meridian memo ...

Liz recently blogged about ISS’s updated FAQs on pandemic-related pay adjustment. It looks like investors are steadily expecting companies to go back to pre-pandemic ...

On Tuesday, Blackrock Investment Stewardship released its 2022 Investment Stewardship Global Principles and its updated U.S. proxy voting guidelines, which are effective ...

As we now get closer to the end of the year, the proxy statement filings are really starting to lighten up. In my experience, that’s fairly customary around the ...

Recently, Willis Towers Watson partnered with the World Economic Forum’s Climate Governance Initiative to publish a 34-page guidebook on whether and how to use ...

Yesterday, proxy advisor ISS published updated “FAQs” for pandemic-related pay adjustments. This six-page document refines the FAQs originally published in October ...

As a FW Cook blog highlights, a few unique dynamics are making it more challenging than usual to ensure that your compensation peer group remains accurate: – ...

At its last annual meeting of stockholders, Guidewire Software, Inc. only received support for its named executive officer compensation from just over 57% of the votes ...

A Bloomberg Law article reports on a recent House bill, “No Bonuses in Bankruptcy Act of 2021,” introduced by Rep. Cheri Bustos. The article notes that while ...

On Monday, Glass Lewis announced the publication of its 2022 Policy Guidelines. As always, the first few pages of the Guidelines summarize the policy changes for 2022. ...

Take a look at BDO’s latest study examining CEO & CFO compensation plans and pay levels of 600 middle-market public companies. Data was collected from proxy ...

For all of us securities lawyers who didn’t major in accounting, FW Cook published a 13-page primer covering the most pertinent provisions of accounting for stock ...

The rail freight car manufacturer, The Greenbrier Companies, Inc., filed its definitive proxy statement yesterday. Even though they’re not connected, ever since I had ...

Yesterday, ISS announced that for companies with annual meetings between February 1 and September 15 of next year, its peer group review and submission window will open ...

Insurance companies are facing a new accounting standard for “long-duration contracts” that will go into effect for fiscal years beginning after December 15 of next ...

The annual “Corporate Governance & Executive Compensation Survey” of the 100 largest companies from Shearman & Sterling is out! Last year, I blogged about ...

Late last week, ISS released 33 pages of proposed benchmark policy changes. Companies, investors and others can submit comments on the proposals until 5 pm ET next ...

Liz recently blogged about the SEC reopening the clawback policy comment period (on Day 3 of our recent conferences no less!) — as a reminder, the 2015 SEC clawback ...

Public companies like peer benchmarking. It gives lots of great datapoints for compensation committees to use while setting executive pay. But benchmarking also leads to ...

Late last week, Activision CEO Bobby Kotick sent all employees an email that was also posted as news on the company’s website. After detailing steps the company is ...

A Winston & Strawn blog recaps the multitude of issues you need to be thinking of as you plan for upcoming compensation committee meetings, fall engagements and ...

There are a lot of reasons to proceed with caution when adding ESG metrics to your incentive plan. A Compensation Cafe blog from Altura’s Ann Bares suggests that the ...

FW Cook recently posted preliminary findings from a study of ESG metrics in incentive plans, based on disclosures through September 15th. The prevalence of quantitative ...

An Equilar blog says that — despite some companies freezing director pay during the pandemic — retainers have continued to steadily increase by about 1.9% the past ...

I’ve been curious about the direction of Glass Lewis since it was reported earlier this year that they were being acquired by a private equity firm. Yesterday, the ...

A Sullivan & Cromwell memo gives a good reminder about monitoring director and officer stock acquisitions to ensure they don’t trigger a filing under the ...

The writing was on the wall when the SEC scheduled and then cancelled this week’s open meeting. Yesterday, without a meeting, the Commission announced that it was ...

As I blogged last week on TheCorporateCounsel.net, just in time for our “Proxy Disclosure & Executive Compensation Conferences” — where our agenda includes a ...

A 7-page memo from Compensation Advisory Partners looks at how 2020 CFO pay compared to CEO pay, based on 135 companies with median revenue of $12 billion. As you might ...

Willis Towers Watson recently announced results of their 2021 study on CEO pay in the S&P 1500. Here are the key findings, by the numbers: – 4.7% – Increase ...

On Friday, ISS announced the results of its 2021 benchmark policy survey. 159 investors responded — as well as 246 companies, advisors and affiliates. Here are some of ...

Yesterday, the SEC announced that it had proposed amendments to the rules governing disclosure of proxy voting by mutual funds and institutional investment managers. ...

I’ve blogged that it’s somewhat rare right now for companies to link executive pay to environmental metrics. Now, the non-profit shareholder advocacy organization As ...

The tax increases and spending legislation proposed by Democrats in September 2021 would apply the deductibility limits of Code Section 162(m) to more employees and ...

A memo from Compensation Advisory Partners looks at non-employee director compensation among the largest public companies. Here are the key takeaways for this ...

Executive compensation professionals do not often come across the filing requirements of Section 7A of the Clayton Act (15 U.S.C. § 18a, commonly known as the ...