Another Perks Enforcement Action!

Yesterday, the SEC announced it had settled charges against a gas exploration & production company and its former CEO for failing to disclose $650,000 worth of ...

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Executive Compensation Linked to Diversity, Equity, and Inclusion (DE&I) Goals

Readers expressed unusually high interest in one of last week’s blogs, McDonald’s Puts Its Executives’ Money Where Its Mouth Is on HCM and D&I, so I thought I ...

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Peer Groups: Getting to “Yes”

A one-page checklist from Semler Brossy is great because it acknowledges that your peer group can’t please everyone – but there are still ways to identify one that ...

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Linking ESG to Executive Pay: Sample Engagement & Disclosure Questions

The International Corporate Governance Network recently issued a 10-page memo on integrating ESG into executive compensation plans. Consistent with what we’ve been ...

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McDonald’s Puts Its Executives’ Money Where Its Mouth Is on HCM and D&I

Yesterday, McDonald’s Corporation filed a Form 8-K, announcing the details of the payout structure for its 2021 Target Incentive Plan (“TIP”) awards for ...

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Conserving Cash: About that Bonus…

We’ve blogged before about studies showing executive pay actions in response to the pandemic. Recently, CG Lytics, the data service provider to Glass Lewis for the ...

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2020 Banner Year? Considerations for Setting 2021 Incentive Goals

In a recent Directors & Boards article, Blair Jones and Greg Arnold of Semler Brossy discuss incentive goal setting amid the pandemic. Uncertainty about the ...

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CEO Pay Increase Trends & Projections

Throughout the year, and particularly this time of year when many companies dole out bonuses, many keep a watchful eye on CEO pay. A recent Pay Governance memo takes a ...

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Clawbacks and Holdbacks

After a short break following my retirement from Winston and Strawn and the practice of law, I’m back in the thick of things, writing for CCR Corp and exploring ...

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Arjuna Continues Push for “Unadjusted Pay Gap” Disclosure

Last week, Arjuna Capital announced that it had withdrawn a racial and gender pay equity reporting resolution at BNY Mellon – following the bank’s agreement to ...

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Next-Gen “Clawbacks”: Mandatory Deferrals

Despite pressure on boards to broaden clawback policies and seek payback in the event an executive causes “reputational harm,” companies have to fight an uphill ...

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Measuring D&I Outcomes: Opportunities to Improve

Liz blogged last fall about the Business Roundtable’s statement encouraging voluntary public disclosure of key diversity metrics. In the statement, the BRT also called ...

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Effectiveness of Retention Grants: More of a Near Term Impact

One aspect of CEO succession that you don’t read a lot about is the effectiveness of steps taken to help ensure retention of other senior leaders. To help limit ...

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Proxy Season Theme? Linking Pay to Sustainability Progress

A few things come to mind when thinking about possible themes for the 2021 proxy season and one could involve companies linking executive pay to progress on ...

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Incorporating Stakeholder Measures: What Weighting Do Companies Use?

We continue hearing more about how companies are incorporating ESG metrics into incentive programs – earlier this week, I blogged about Marathon Oil’s changes to its ...

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Glass Lewis Details Its COVID-19 Pay Analysis

Yesterday, Glass Lewis issued new details on its approach to executive pay in the context of COVID-19. The proxy advisor hasn’t changed its executive pay framework – ...

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“Human Capital” Questions for Comp Committees

As we’ve talked about on this blog before, express board oversight of “human capital” is becoming more common – and it frequently falls to compensation ...

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Director Pay: “Annual Limit” Trends

Willis Towers Watson recently published its annual analysis of director pay levels and practices among S&P 500 companies. As I’ve previously blogged, arrangements ...

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Economic Challenges: May be Time to Revisit Change in Control Provisions

Looking back at 2020, compensation committees ended up addressing a lot of issues resulting from COVID-19. As the economic effects continue, a recent Ogletree Deakins ...

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Time-Vested Restricted Stock: Some Companies Opting for Simplification Amid COVID-19

We’ve blogged before about CII urging companies to reduce complexity of their incentive plans. One positive outcome from simplifying incentive programs is that it also ...

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EIP Disclosure: Awards for Past Accomplishments

A Stinson blog gives a timely reminder to be careful in your proxy disclosures when seeking shareholder approval of your equity incentive plan. In Pascal v. Czerwinski, ...

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Clawbacks: A Roadmap for Decision-Making

The WSJ reported last week that General Electric’s board decided not to claw back pay to former CEO Jeff Immelt and other executives. They had been considering that ...

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Director Refreshment

Just a quick post today to highlight a couple of other posts on board of directors refreshment by friends and fellow bloggers Lynn Jokela and Liz Dunshee. Lynn’s post, ...

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D&I Metrics in the Fortune 200

I’ve blogged a couple of times about companies announcing that they’re planning to link diversity metrics to executive pay. A Semler Brossy memo captures the trends ...

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“Reputational Harm” Clawbacks: Shareholders Press for Board Turnover, Including Comp Committee Chair

About a year ago, I blogged about shareholders that were scrutinizing how clawback policies apply to situations of “reputational harm.” At the time, the NYC ...

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Using ESG as a Modifier for Annual Bonuses

I blogged earlier this week about a Willis Towers Watson survey that showed over the next several years we’ll likely see an increase in how companies use ESG metrics ...

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Mid-Cap Annual & Long-Term Incentive Comp Trends

Before the end of the year, I blogged about incentive compensation trends for large-cap companies. ClearBridge Compensation Group recently issued a companion report ...

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Tying ESG to Compensation: Shift Toward More Sustainable Metrics?

Liz wrote last summer about how most ESG metrics that are incorporated into incentive plans relate to shorter-term operational metrics rather than long-term ...

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Realizable Pay Disclosures: Not Helping Your Say-on-Pay?

Before you dive into crafting your next supplemental proxy disclosures about “realizable pay,” check out a recent study from ISS Corporate Solutions — suggesting ...

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ISS Updates FAQs for Compensation Policies and EPSC Evaluations in 2021

I did not want to post any more blogs this year, but last week, ISS posted its Compensation Policies; Compensation Policies; Frequently Asked Questions; and Equity ...

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Executive Chair Compensation: How Different is it from CEO Pay?

Compensation of an executive chairperson isn’t a frequent discussion point when reading commentary about board structure. The debate about board leadership structure ...

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Hot Off The Presses! Final Regulations Under Revised Section 162(m)

Of course, we all know that nothing says Merry Christmas and Happy Holidays like regulations from the IRS. And that is just what the executive compensation professionals ...

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Director Pay: 15% of Companies Temporarily Cut Retainers

A 29-page memo from FW Cook analyzes 2020 director pay at 300 companies of various sizes and industries. Here’s what it says about the pandemic’s impact on board ...

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Woodward’s COVID-19 Disclosure

Most of the proxy statements I’m looking at these days include some level of disclosure about the coronavirus pandemic (and not just in the context of why the company ...

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Bankrupt Company’s Deferred Compensation Plan Funded by a Rabbi Trust — What Could Go Right? Hint: It’s Not 409A

Like many restaurant chains, Ruby Tuesday was devastated by the dining out restrictions imposed in light of the COVID-19 pandemic. Ruby Tuesday filed for bankruptcy ...

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A “Quasi-Clawback”: Ain’t That The Truth!

A couple months ago, Goldman Sachs announced that it intended to recover $174 million in compensation of current and former employees, following its $2.9 billion ...

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2020 Say-on-Pay Naysayers

Following a review of N-PX filings, a recent Proxy Insight memo provides an overview of 2020 proxy voting disclosures. The memo includes a discussion (see pages 4-5) of ...

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Helpful Resources on Human Capital Management, Including a New Practice Area Now Up On CompensationStandards.com

Just a brief note today. I now have posted several times on the SEC’s new human capital management disclosure requirements, but readers’ responses suggest that many ...

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COVID-19 Pay Adjustments: Factors to Help Determine Most Appropriate Actions

We’ve blogged before about different reports summarizing COVID-19-related pay actions. As companies take different actions that range from adjusting metrics to ...

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Carve Out Time to Reflect on Compensation Philosophy

As many companies continue to struggle with fallout from the pandemic, questions abound about how companies will deal with 2021 goal setting and whether companies will ...

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Adobe Becomes Latest Company to Disclose Pay Gap

We’re continuing to see commentary on pay gap disclosures, and the most recent being a press release from Arjuna Capital announcing Adobe has become the fourth Fortune ...

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Follow-Up on “Section 409A Meets 162(m) and Some Plans and Agreements May Need to be Amended”

Readers asked a few questions about last week’s post on Section 409A Meets 162(m) and Some Deferred Compensation Plans and Agreements May Need to be Amended by ...

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Gender Pay Equity: Latest Twist for Diversity-Focused Derivative Suits

Yesterday, I blogged about the possibility that the SEC’s recent amendments to Rule 14a-8 could eventually deter proponents from submitting “pay gap” proposals. ...

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Will Rule 14a-8 Amendments Slow Down “Pay Gap” Proposals?

According to the investors on our recent webcast, “Pay Equity: What Compensation Committees Need to Know,” pay equity is going to continue to be a hot topic. But an ...

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Section 409A Meets 162(m) and Some Deferred Compensation Plans and Agreements May Need to be Amended by December 31

As readers know all too well, Code Sec. 162(m) limits the amount that a publicly traded company can deduct for payments to a “covered employee” in any year to ...

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D&I Pay Targets: Best as a Downward Modifier?

I blogged a couple months ago that Starbucks would be tying executive pay to diversity targets. Around the same time, Medtronic released its 2020 Integrated Performance ...

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Recent Posts You May Have Missed

As I should have anticipated, I received a very significant percentage of out-of-office bounce-backs last week during the Thanksgiving holiday. Therefore, I thought I ...

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COVID-19 Pay Adjustments: Detailed Disclosure Can Help Maintain Say-on-Pay Support

We’ve blogged before about how compensation committees are considering whether to use discretion to adjust executive pay in response to fallout from the pandemic. Many ...

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SEC Proposes Temporary Rules to Facilitate Participation by Certain “Platform Workers” in Compensatory Offerings Under Rule 701 and Form S-8

I really didn’t want to post another blog before Thanksgiving, but today the SEC voted 3-2 to propose rules that, on a temporary basis and subject to conditions, would ...

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Large-Cap Annual & Long-Term Incentive Comp Trends

ClearBridge Compensation Group recently came out with its report reviewing annual and long-term incentive plan trend data for large-cap companies. The report reviews ...

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Likely Priorities of the SEC in 2021

Last Thursday, November 19, the SEC adopted amendments to “Modernize and Enhance Management’s Discussion and Analysis and other Financial Disclosures.” Nothing ...

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Executive Compensation Policies: What’s “Standard” Now

This 27-page memo from ClearBridge Compensation Group looks at how executive compensation policies have evolved at 100 S&P 500 companies over the last decade. It ...

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Stock Option Controls: A Cautionary Tale

As if the folks at Eastman Kodak weren’t having a hard enough year already, the Form 10-Q that the company filed last week disclosed that five former executives made ...

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ISS Clarifies Approaches to Highly Paid “Independent” Directors & Pay Gap Proposals

ISS has released its 2021 proxy voting guidelines, which are effective for meetings on or after February 1st. As my colleague John blogged on TheCorporateCounsel.net, ...

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FAQs on Human Capital Management Disclosure

I have blogged before on the explosion of HCM onto the scene. With the SEC reporting season approaching rapidly, and in light of the new SECs disclosure requirements, ...

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Using Equity to Conserve Cash: Tips for Doing So Safely

With volatile economic conditions, some companies have been looking for ways to conserve cash, and some have considered worker pay cuts and layoffs. As an alternative, a ...

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Evolution of Tech Sector Director Comp

We’ve blogged about trends in director pay — both for mid-cap and large-cap companies. A Compensia memo reviews trends in technology sector director pay. The memo ...

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Another Look at ‘Early Filer’ Incentive Pay Decisions

Last week, Liz blogged about FW Cook’s analysis of compensation decisions from S&P 1500 companies with early fiscal year ends (April-June of this year). A ...

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San Francisco’s New Pay Ratio Tax

In August, I blogged about the San Francisco ballot initiative — Proposition L — that would impose a tax on companies doing business in the city if a company’s ...

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Pay Equity and Other Internal Assessments and Information — Don’t Forget the Attorney-Client Privilege!

Corporations and other employers conduct a variety of internal studies, and sometimes investigations, to ascertain whether they are achieving their standards or goals or ...

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Bankruptcy Retention Awards: COVID Giving a Reprieve From Scrutiny?

As we brace for a possible surge in Chapter 11 filings due to the pandemic, a memo from Compensation Advisory Partners suggests that some shareholders might be more ...

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Pandemic-Based Discretion: Proceed With Caution

A FW Cook blog analyzes FYE compensation decisions that have been recently disclosed by S&P 1500 companies whose fiscal years ended in April-June of this year. Here ...

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Aspen Institute’s “Modern Principles for Sensitive & Effective Executive Pay”

Based on two years of outreach, The Aspen Institute & Korn Ferry announced the release of “Modern Principles for Sensible & Effective Executive Pay.” These 5 ...

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Stock Options Make a Comeback?

I have been participating in the Virtual NACD Summit 2020 over the last few weeks, as some of you probably are. As with the NASPP and CompensationStandards.com ...

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Strategies for Problematic Stock Ownership Timeline Requirements

Earlier this week, I wrote about FW Cook’s 2020 “Top 250 Report.” Depressed stock prices have led to stock ownership compliance problems for some companies and ...

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Driven Incentive Changes Tracking Tool

Throughout 2020, we’ve posted various reports about executive pay changes in response to challenges resulting from the pandemic. Semler Brossy, in partnership with The ...

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$174 Million Quasi-Clawback

Late last week, Goldman Sachs announced in a Form 8-K filing that it agreed to pay more than $2.9 billion to resolve investigations into the 1MDB matter. With that, the ...

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Other Issues Addressed by ISS’ Preliminary FAQs

On Tuesday this week, I posted on the recent ISS FAQs related to COVID-19 pay changes. Today I want to note that the FAQs also addressed certain issues not related to ...

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Business Roundtable Calls For Closing Pay Gaps

Late last week, the Business Roundtable issued a statement on advancing diversity & inclusion through employment practices. In addition to encouraging voluntary ...

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Linking Executive Pay to Diversity: Starbucks Joins the Party

Last week, Starbucks announced that it would tie executive pay to 2025 diversity targets — joining a small but growing number of companies to do so (JPMorgan also ...

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CalPERS’ Pay-for-Performance Test Gets More Difficult

CalPERS voted “against” 52% of say-on-pay proposals this past proxy season — and nearly 3000 comp committee members at those companies also received “against” ...

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ISS Preliminary FAQs on COVID-Related Incentive Plan Changes

I have posted several times on companies’ changing their short- and long-term incentive plan targets and metrics in response to the havoc wreaked by COVID-19, ...

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New ISS FAQs: COVID-Related Pay Decisions

ISS has issued FAQs to explain how it will approach COVID-related pay decisions in its pay-for-performance qualitative evaluation. As in the past, an elevated concern ...

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Outside Advisors Critical for Comp Committees

For compensation committees, getting outside advice can be critical. A Pillsbury Winthrop memo discusses the value of collaboration between executive compensation ...

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Share-Based Compensation Report: Usage Trends

For those working with stock plans, periodic questions arise about how quickly other companies use up shares reserved under incentive plans or about the number of shares ...

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Samples: Improving Your CD&A

Check out the 66-page Argyle guide to enhanced compensation disclosures in proxy statements. It highlights sample disclosures — organized into these categories: ...

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Industry-Based Compensation Survey: Interactive Tool

Compensation Advisory Partners is out with its annual “CAP 120″ survey, which analyzes 120 companies from 10 industries, to provide a broad representation of market ...

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“Short-Termism” & Incentives: Investors Say Complexity Is the Problem

A recent report from the CFA Institute takes a look at progress on “short-termism” since 2006 — a concept that originally targeted the pitfalls of practices like ...

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Another Perks Enforcement Action!

Yesterday, as the SEC’s Division of Enforcement wrapped up its fiscal year, it announced another perquisites enforcement action. The latest action involves Hilton ...

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Moving Forward: Linking D&I to Incentive Programs

We’ve blogged before about incorporating “people” metrics in executive compensation programs. A recent Mercer memo says it’s still not too common, while PwC’s ...

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COVID-19 Impact on Incentive Design

Semler Brossy issued a recent report reviewing incentive design changes in response to the COVID-19 pandemic, which so far, have been less frequent than reported CEO ...

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ISS Policy Survey Results: Expectations for COVID-19 Compensation Adjustments

Last week, ISS released the results of its annual policy survey, which is part of its process in formulating next year’s proxy voting policies. In short, investors ...

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SEC Issues COVID-19-Related Perquisites C&DI

You’re probably already aware that on Monday, the SEC Staff issued a new Compliance and Disclosure Interpretation addressing the analysis of certain benefits arising ...

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Results of ISS’s Annual Policy Survey

Today, ISS released the results of its annual policy survey. Briefly, since it is Friday afternoon, among the items most relevant to executive compensation professionals ...

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Pay Equity: California Bill Would Require Pay Data Reporting

Here’s another reason to get your arms around your “equal pay” data, especially if you have a large employee base in California. The legislature there has passed ...

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Study: COVID-19 CEO & Director Pay Actions

Last spring, I wrote about initial reports of executive and director pay changes related to COVID-19. For another look at pay actions taken in response to the pandemic, ...

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Scorecard to Support Rationale of Discretionary Awards

We’ve blogged before about potential use of discretion by compensation committees this year when determining incentive plan payouts, and a recent Pay Governance memo ...

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Director Compensation: Board Pay Flat, Leadership Pay Up

Compensation Advisory Partners recently completed its annual analysis of non-employee director compensation among the 100 largest companies. This is the 10th year CAP ...

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CEO Pay: Annual Bonuses Down, Even Before Pandemic

According to the analysis just released by Willis Towers Watson, median CEO pay in the S&P 1500 was up “only” 5.5% for 2019 performance — the smallest rate of ...

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New IRS Form 1099-NEC for Non-Employee Compensation, Including Directors’ Fees

Way back in 2015, the Protecting Americans from Tax Hikes (PATH) Act of 2015 accelerated the due date for filing any Form 1099 that includes nonemployee compensation ...

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D&I Metrics in Incentive Programs: Usually Discretionary

Earlier this summer, I blogged about a Semler Brossy Report that found 62% of Fortune 200 companies incorporate ESG measures in executive compensation programs. ...

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Seagate Technology’s Overseas Assignment Disclosure

As we all know, Instruction 3 to Item 402(a)(3) of Regulation S-K permits a company to exclude from its named executive officer group an individual who would otherwise ...

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Private Companies: LTIP Design Considerations

A recent Pearl Meyer memo discusses long-term incentive plans and private companies. For many reasons, trying to put a LTIP in place at a private company that offers the ...

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Developing Best Practices in Human Capital Disclosure Now That It’s the Law

Last week, I posted twice on the SEC’s adoption of amendments to Regulation S-K disclosure requiring human capital disclosure. I observed that (a) because the ...

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Human Capital Disclosure Becomes the Law — Part 2

Yesterday, I posted on the SEC’s adoption of amendments to Regulation S-K disclosure to require that companies describe any human capital measures or objectives they ...

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Human Capital Disclosure Becomes the Law

Today, the SEC adopted amendments to Regulation S-K disclosure, including a requirement that companies describe any human capital measures or objectives they focus on in ...

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Pay Adjustments When COVID’s a Boon for Business

We’ve blogged a lot about pay adjustments that may be necessary due to unforeseen challenges that the pandemic has presented. But for some companies, the pandemic ...

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COVID-19 Means Your CD&A Should Address ESG

As I recently discussed, ISS is already saying that COVID-19-related compensation decisions will dominate next year’s proxy season. That means proxy advisors and ...

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Performance Share Adjustments: Plan & Accounting Considerations

I wrote a few weeks ago about a framework for executive pay adjustments. A Mercer memo lays out additional considerations specific to “non-performing” performance ...

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Darden Restaurants’ CEO Pay Ratio Disclosure

As the summer winds down and the fall conferences approach (including this year’s virtual Proxy Disclosure Conference), I’ve been preparing for my presentation on ...

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Update on the Purpose of a Corporation

In May, we posted Jamie Dimon’s “Inclusiveness” Call to Action and Reorienting the Purpose of the Corporation to Serve All Stakeholders, an update on the status of ...

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Investor Interest in Tying ESG to Executive Compensation

We’ve written before about reports showing trends in tying ESG metrics to executive compensation, and a recent Clermont Partners blog looks at shareholder proposal ...

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Company Responses to Low Say-on-Pay Vote Results

Earlier this year, I wrote about disclosure of investor engagement following a failed or low say-on-pay vote result. With a failed or low say-on-pay vote result, most ...

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SEC Settlement Includes Repayment of Incentive Comp

Over a year ago, Liz wrote about Hertz’s lawsuit seeking to recover incentive compensation paid to executives. The lawsuit came about after the company had to restate ...

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Framework for Executive Pay Adjustments

I wrote earlier this week that COVID-related pay decisions will dominate the upcoming proxy season. Unfortunately, the business environment remains uncertain, and ...

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Human Capital: Tipping Point for Board Involvement

We’ve been blogging about “human capital” as an emerging issue for a few years now, but it feels like this year has been the tipping point for the topic to attract ...

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More on “RSUs: New IRS Memo Creates Payment Date & Tax Opportunities”

A couple of weeks ago, I wrote about planning opportunities that may arise for RSUs and performance awards under the “Generic Legal Advice Memorandum 2020-004,” ...

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COVID-Related Pay Decisions Will Dominate Next Year’s Proxy Season

Scrutiny of pandemic-related pay decisions is mounting, as mass layoffs and furloughs draw even more attention to the gap between executive pay and pay of the average ...

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Supporting Stakeholder-Centricity Through Compensation

Liz blogged recently about purpose-related pay goals as discussion about shareholder vs. stakeholder primacy continues. A recent Directors & Boards article from ...

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NetApp’s “Three Questions” Solution

I just finished up a couple of Compensation Discussion and Analyses, and have been reflecting on ways to try to scale back on some of the narrative prose that inevitably ...

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ISS Policy Survey: Questions on Executive Compensation

Over on TheCorporateCounsel.net, I blogged about ISS’s “Annual Policy Survey,” which was announced late last week. Like last year, ISS is using a single survey ...

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RSUs: New IRS Memo Creates Payment Date & Tax Opportunities

A couple months back, the IRS released “Generic Legal Advice Memorandum 2020-004” — which addresses the timing of tax withholding on options, SARs and RSUs. A ...

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Companies Changing Incentive Compensation Plan Performance Targets or Metrics Due to COVID-19

Since executives, compensation committee members and executive compensation professionals began to recognize the havoc wreaked by COVID-19 on the performance targets and ...

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Dodd-Frank: A Decade In, Where Do We Stand on Rulemaking?

Last week marked the 10-year anniversary of President Obama signing the Dodd-Frank Act into law. The SEC continues to track its progress on the mandatory rulemaking ...

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Follow-Up on SEC Final Rules for Proxy Voting Advice Businesses

On Wednesday, I posted on the SEC’s Open Meeting to vote on new rules applicable to proxy voting advice businesses (“PVABs”), such as ISS and Glass Lewis proxy ...

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SEC Approves Final Rules to Reign in Proxy Voting Advice Businesses

Together with most executive compensation professionals, this blog has been closely following the multi-year saga of attempts by the SEC and Congress to reign in the ...

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Factors Impacting 2020 Say-on-Pay Vote Outcomes

A recent Mercer report shows 2020 proxy season say-on-pay vote results have been pretty stable — with support averaging about 91%. Even though the average vote result ...

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Negative Say-On-Pay: “Blood in the Water” for Activists

Today’s headline is based on an article from The Deal (subscription required), which highlights that negative say-on-pay votes send a signal to activists that ...

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NYC Comptroller Ramps-up Call for EEO-1 Diversity Data

We’ve blogged a few times about disclosure of EEOC data, in response to growing calls for transparency on diversity and pay equity. As Lynn blogged last week on our ...

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New Proposed Rules on Compensation Clawbacks Are High on the SEC’s Regulatory Agenda

As required by federal law, the Office of Information and Regulatory Affairs published the new Spring Regulatory Flexibility Act Agenda on June 30, including a short- ...

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Fall Shareholder Engagement: Prep Questions

Off-season shareholder engagement is always important, but this year it may be even more so with attention focused on social issues, company responses to the pandemic ...

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Trends in Mid-Cap Non-Employee Director Compensation

Back in May, I wrote about ClearBridge Compensation Group’s report analyzing trends in non-employee director compensation. ClearBridge recently issued a second report, ...

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Defer Annual Bonuses to 2021?

We’ve blogged before about annual incentive plans — recognizing that some companies are considering whether to exercise discretion at year-end when determining bonus ...

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Implementing Cost-Saving Measures: Non-Compete Considerations

A recent Akin Gump memo discusses considerations relating to non-compete agreements for companies that might be implementing cost-saving measures during COVID-19. ...

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Reading IRS Proposed Regulations on Employer-Provided Commuting in the Era of Pandemic and Civil Unrest

Today, a guest post from my partner Ruth Wimer. Last week, the IRS issued extensive proposed regulations addressing Qualified Transportation Fringes (QTF), as revised by ...

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Equity Grants: Administrative Checklist

A blog from Hunton Andrews Kurth’s Tony Eppert is a good one to keep on hand for whenever you’re making equity grants. Here are some of the reminders he ...

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Comp Committees: Time for a Greater “Human Capital” Role?

We’ve written a few times about the trend of compensation committees taking on a broader role — and held a webcast about it a couple of years ago. At our upcoming ...

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Tesla & ISS’s Excessive Director Pay Policy

Last year, Liz wrote about how ISS would analyze “outliers” for its voting policy on director pay. Under the policy, if ISS identified a company as having high ...

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Modifying Outstanding Equity: Is Repricing Back on the Table?

A recent DealBook article and FT analysis found that about 50 companies gave their CEOs 50% more options than last year — and although the grant size was due to ...

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ISS Illustrates How Compensation Committees Could Consider Adjusting Annual Incentive Goals in 2020

As we continue through this annus horribilis, last week, ISS announced that it will be providing “a series of potential frameworks Compensation Committees could ...

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Pay Ratio: COVID-19 Complications

With furloughs, layoffs and changes to executive and workforce pay, many companies’ 2020 pay ratio calculations are going to require some extra thought. A memo from ...

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IRS Provides Guidance on the Timing and Amount of Tax Withholding for Stock Awards

In May, the IRS released the Office of Chief Counsel Memorandum (the “Memo”) providing detailed guidance on the timing and amount of withholding and deposits for ...

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More on “Scrutiny of Executive Pay Continues”

Last week, I blogged about the scrutiny on executive compensation actions. A recent Pearl Meyer blog also urges caution, particularly when thinking about making an ...

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Stock Ownership Guidelines in Times of Market Volatility

For many companies, the precipitous drop in their stock price created situations where officers and directors subject to stock ownership guidelines, with which they ...

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CEO Pay Study Shows Smaller Increase from Prior Years

A recent Equilar blog reports that it, together with the AP, has released its annual CEO pay study. The study says total compensation includes information disclosed in ...

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Reducing Employee & Director Pay? Contractual Obligation Considerations

I’ve written before about reports we’re seeing of executive and director pay cuts. For companies thinking about potentially making pay cuts or salary reductions for ...

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Modifying Performance Goals & Plan Limitation Considerations

When considering whether to modify or substitute equity awards or executive compensation plans in response to economic fallout from the COVID-19 pandemic, a Proskauer ...

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Mandated ESG Disclosure Coming Soon to Your Proxy Statement?

Earlier this month, the Investor-as-Owner Subcommittee of the SEC’s Investor Advisory Committee (the “Subcommittee”) issued a Recommendation Relating to ESG ...

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Discretionary Pay Adjustments — Early Planning is Key

I’ve discussed before about the impact of COVID-19 and potential use of discretion in making adjustments to executive compensation. A recent Semler Brossy memo says ...

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Fluidigm’s Post-Employment Compensation Disclosure

While most companies devote a portion of their Compensation Discussion and Analysis to describing the reasons for providing severance and change in control payments and ...

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Jamie Dimon’s “Inclusiveness” Call to Action and Reorienting the Purpose of the Corporation to Serve All Stakeholders

In August 2019, the Business Roundtable (“BR”) created a stir with its Statement on the Purpose of a Corporation letter. Legendary economist Milton Friedman had ...

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Compensation Peer Group Evaluation During Crisis

Not to overload the compensation committee, but another item that companies may want to add to the committee’s agenda, if they haven’t already, is a review of their ...

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Vanguard’s View about Executive Pay During COVID-19

Recently, Vanguard issued its insight about executive pay during COVID-19. Vanguard’s general message is that directors should be guided by good judgment on critical ...

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Stock Ownership Requirements: Temporary Waivers?

Back in February, I wrote about recent trends in stock ownership requirements. Obviously, a lot has happened since then and a recent Hunton Andrews Kurth blog serves as ...

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COVID-19: Comp Committee Discussion Topics

For companies with May or June compensation committee meetings, they’ll undoubtedly be discussing company responses to COVID-19 and impacts to compensation. A Pearl ...

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Trends in Non-Employee Director Compensation

A recent report from ClearBridge Compensation Group takes a look at trends in non-employee director compensation. The report examines compensation for non-employee ...

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Compensation Committees and Human Capital Management – Get Ready for Your Close-Up

During these interesting times, each week I hope to tap out a blog or two of which I am not entirely ashamed. I have posted several times on the question of whether all ...

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COVID-19: Observations about Executive Compensation

A recent blog from Dan Ryterband at FW Cook serves as a reminder that the pay cuts we seem to read about daily for senior executives and non-management directors have ...

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J.P. Morgan Tightens Comp-Related Voting Policies

Changes to investor proxy voting policies and guidelines are common and recent changes to J.P. Morgan’s voting policies caught my eye as some changes relate to ...

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Kroger’s COVID-19 Disclosure

I was reading through the Compensation Discussion and Analysis in the definitive proxy statement of The Kroger Company yesterday and saw that they had added a section to ...

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Economic Volatility: Valuation Impacts

With continued economic volatility, companies also need to think about stock-plan valuation issues. Most companies haven’t had to deal with valuation-related ...

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Expect to See More Reporting in the “Bonus” Column of the Summary Compensation Table in 2021

We expect that the performance goals most compensation committees set for their executives’ annual incentive programs have been rendered null and void by the ongoing ...

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As You Sow “CEO Comp Report”

Earlier this year, shareholder proponent As You Sow issued its sixth annual “100 Most Overpaid CEOs” report; it’s available for download from their website. ...

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Follow-Up on Potential Alternative to Repricing Underwater Stock Options

A couple weeks ago, I wrote on SEC approval of the New York Stock Exchange’s request to provide temporary waivers of the shareholder approval requirements applicable ...

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Thinking of Reducing Director Equity Awards?

Recently, I wrote about a survey of Russell 3000 companies and the impact COVID-19 has had on executive and director pay. When making changes to director pay, cash ...

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More on “ESG & Compensation Plans: Proceed with Caution”

Recently, I wrote about how some say ‘proceed with caution’ when preparing to integrate ESG with incentive plans. There’s a helpful Sullivan & Cromwell memo ...

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Best Buy’s COVID-19 Disclosure

As we get deeper into the proxy season, more companies are addressing the effects of COVID-19 on their business, including in their proxy statement. Often the subject is ...

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Guide for Applying Discretion to Equity Awards

Use of discretion has been mentioned as a possible mechanism for dealing with equity awards granted earlier this year before COVID-19 became a pandemic, but it’s not ...

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A Potential Alternative to Repricing Underwater Stock Options?

With so many companies’ stock prices depressed, executive compensation professionals are talking about the possibility of stock option repricing. However, option ...

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COVID-19: Another Look at Initial Reactions to Executive Pay

Survey data seems to be coming out pretty regularly now as companies continue thinking about what to do with executive and director pay as uncertainty about the effects ...

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Pandemic Impact on Director Pay

I’ve written about results from a couple of Pearl Meyer surveys about the impact of the COVID-19 pandemic on executive compensation. With their most recent report, ...

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ESG & Compensation Plans: Proceed with Caution

Not long ago, I wrote about starting the conversation with the board on integrating ESG into executive compensation plans. As much as investors might be calling for ...

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COVID-19 Impact on Compensation Committee Oversight

Not long ago, I wrote about increased workloads for compensation committees. As issues related to the COVID-19 pandemic continue, a recent KPMG memo says investors are ...

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Pandemic Disclosures Begin to Appear in CD&As

Last week, Proxy Analytics and Soundboard Governance issued a reference guide for 2020 annual shareholder meetings and related SEC disclosure in light of the ongoing ...

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Temporary CEO Succession Planning

A recent Pearl Meyer blog discusses the importance of temporary CEO succession plans as we confront the COVID-19 pandemic. Among other things, the blog lists ...

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2020 Say-on-Pay Predictions & Early Results

A recent report from Semler Brossy includes predictions for the 2020 proxy season along with early vote results for say-on-pay, equity plan proposals and director ...

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Gender Pay Gap Proposals Continue

Last year, Liz wrote about gender pay gap proposals and how Citigroup was the first company to post unadjusted “pay gap” numbers on its website. Arjuna Capital and ...

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Another Take on “Unusual Executive Compensation Approach”

Not too long ago, I wrote about Meridian’s memo discussing the $1 CEO salary coupled with equity awards approach. As Frank Glassner from Veritas Executive Compensation ...

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ISS Issues Policy Guidance on the Impact of the COVID-19 Pandemic

Yesterday, ISS issued Policy Guidance on the Impacts of the COVID-19 Pandemic addressing the following issues:  Annual Shareholder Meeting Issues (i.e., ...

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Study: S&P 500 Use of ESG Metrics

We’ve blogged before about incorporating ESG metrics into incentive programs. Even though doing so can seem daunting, a recent report from Willis Towers Watson says ...

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J.C. Penney’s CD&A Highlights

The J.C. Penney Company. Inc. filed its latest definitive proxy statement yesterday. As a long-time customer (particularly in my youth), I was curious to see what ...

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Reporting Requirements for Waived or Foregone Compensation

You may have been reading about (and some may have facilitated) senior executives announcing that they will forego all or a portion of their salary, bonus or other ...

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More on “Addressing COVID-19 for Exec Comp Plans”

A couple of weeks ago, I wrote about implications and approaches to dealing with the effect of the COVID-19 pandemic on executive compensation plans. As companies and ...

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Executive Compensation and Other Restrictions under the CARES Act – TARP Redux?

According to news reports, Congress just approved a final version of the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748) (‘‘CARES Act”) and sent it ...

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Consider Everything During Crisis

The coronavirus crisis and market volatility has left many wondering what they can do about compensation decisions made before the crisis ensued, and if they haven’t ...

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Love And Section 409A In The Time Of COVID-19

Everyone is talking and writing about the high-level issues of performance goal setting, equity award timing, option repricing and share pool problems, so I thought I ...

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Code Section 139 – Tax Free Aid To Employees

I hope readers are well. I have been minimizing blog posts lately, but I now plan on a few brief ones, not limited to executive compensation. Since COVID-19 was ...

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Honeywell’s Compensation Risk Disclosure

As I skim through various proxy statements each week, I rarely spend much time reading the compensation-related risk disclosures that are included in or follow the ...

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Addressing COVID-19 For Exec Comp Plans

COVID-19 is creating plenty of challenges for executive compensation programs. There are two recent memos, one from Semler Brossy and another from PwC, that discuss some ...

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Poll Results: COVID-19 & Exec Comp Plans

A new poll from Pearl Meyer shows that although most companies haven’t considered how the COVID-19 pandemic will impact executive compensation in 2020, many have ...

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EVA Metrics and Short-Termism

We’ve discussed before about ISS’ new EVA metrics that are being used in this year’s pay-for-performance analysis. Hopefully comp committees are looking at EVA ...

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Clawback Policies: Suggestions for Strengthening

Liz wrote earlier this year about how clawback policies may be turning restatements into a rare species. Recently I came across a memo from SF Magazine discussing why, ...

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Plan Participants Suing Over 409A Failures

The greatest risk from violations of the byzantine rules under Section 409A may not be from the IRS, but from the company’s own executives. I have written before on ...

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Unusual Executive Compensation Approach

With a depressed company stock price, senior officers at AMC Entertainment Holdings recently agreed to a new compensation approach for its executives. The approach ...

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HSR Thresholds Adjusted for 2020

Executive compensation professionals do not come across the Hart-Scott-Rodino Act often. However, it does come up in certain circumstances, as evidenced by the ...

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What to Write About 162(m) Deductibility in the 2020 Proxy

Inquiring minds want to know what to write about 162(m) deductibility in this year’s proxy statement. Just a short blog today to address this question. For ...

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Saving the Best for Last: CD&A Focus

Saving the best for last may sound good, but it can amplify stress levels when it involves proxy season. So, if you’re drafting the CD&A as the proxy statement ...

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Performance-Based Comp Considerations

A recent blog from Foley & Lardner lists 10 considerations for management and compensation committees when establishing performance awards. The blog includes ...

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Pre-IPO Peer Group Selection

Lots of considerations go into selecting a compensation peer group and proxy advisors tend to select peers based on industry, companies of similar size in terms of ...

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Relaxation of the Definition of “Control” Creates New Opportunities and Risks for Banking Organizations

On January 30, 2020, the Board of Governors of the Federal Reserve System adopted a final rule to revise the Board’s regulations related to determinations of whether a ...

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Hewlett-Packard Enterprise’s Director Compensation Disclosure

It’s been a slow week for proxy filings, which has enabled me to catch my breath before the 2020 proxy season really begins in earnest. And, while the filings ...

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New CECL Rules Suggest Review of Banking Organizations’ Incentive Compensation Plans

The new Current Expected Credit Losses (CECL) accounting standard was issued by the Financial Accounting Standards Board (FASB) as ASC 326 in June 2016.  Application of ...

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Comp Committees and ESG To-Dos

Liz wrote last fall about how one company was planning to tie executive compensation to elements of strategic ESG goals.  Shareholders continue to ask for standardized ...

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SEC Release on Key Performance Metrics Has Implications for Compensation Professionals Too

Last month, the SEC issued an interpretive release addressing Item 303 of Reg S-K (see Rel. No. 33-10751, Key Performance Metrics (2020)).  Although this guidance ...

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Reg G: Not Coming to a CD&A Near You?

As reported in this Reuters article, recent statements by Corp Fin Director Hinman say the SEC won’t be writing new rules to require public companies to explain why ...

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Update on the Ongoing Saga of the SEC Rules on Proxy Advisory Firms

Because I already have written three times on this ongoing saga, I wanted to provide an update.  Recall that in August 2019, the SEC voted 3-2 to publish interpretive ...

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How to Make CEOs Happy

Other than paying them well, what do CEOs want from us? It all comes down to knowing your audience – and with a CEO, that means tying all conversations back to ...

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Telling a Story About Director Pay

Not too long ago, Liz wrote about how director pay continues to attract more and more attention.  As director pay faces increased scrutiny from investors, a recent blog ...

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Engagement Disclosure Following Low Say-on-Pay Result

A recent Georgeson blog sheds light on disclosure of investor engagement practices after a company failed or received a “red zone” say-on-pay vote result. ...

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TSR vs. CEO Pay: Which Grows Faster?

There’s a lot of attention lately to the fact that CEO pay growth is outpacing the growth of “average” worker pay. Maybe if companies are moving away from ...

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