Stock Ownership Guidelines: Higher Salary Multiples on the Way?

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 ...

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Director Compensation: Tips for Regular Reviews

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 ...

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Compensation Actually Paid: Study’s Approach Shows ‘What Could Have Been’

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 ...

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2023 Proxies: Don’t Forget ‘Say-on-Frequency’!

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 ...

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Glass Lewis ’23 Voting Policies: More Emphasis on Making LTIs Performance-Based … But Pay-for-Performance Methodology Not Changing

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 ...

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Peer Groups: ISS Window Opens Next Week

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 ...

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Pay vs. Performance: The ‘Smaller Reporting’ Lens

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 ...

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ESG Metrics Continue To Be Industry & Business-Specific

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

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S&P 1500 Retention Awards: Performance Component Becoming More Common

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 ...

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Do CEOs Care About Income Inequality?

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. ...

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Pay vs. Performance: Valuations of Relative-TSR Awards May Surprise You

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 ...

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Pay Equity: NYC Pay Transparency Law Effective Today

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 ...

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SEC’s Final Dodd-Frank Clawback Rules: ‘13 Reasons Why’ You’ll Love to Hate ‘Em

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 ...

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Severance Policy Proposals: Unintended Consequences Could Hurt Shareholders

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 ...

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Pay vs. Performance: Will Voluntary Graphs Disappear?

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 ...

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Equity Plans: Two ISS Scorecard Pillars, Explained

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 ...

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CFO Compensation: High Payouts for ’21 Performance

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 ...

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Pay vs. Performance: Big Picture Impact

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 ...

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Pay Ratio: Up, Up & Away

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 ...

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Climate Metrics: One Proponent’s ‘Wish List’

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,” ...

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Underwater Options: Landmines to Avoid

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 ...

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Say-on-Pay: Responsiveness Success Stories

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 ...

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Pay Vs. Performance: Equity Valuation Implications

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 ...

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Compensation-Related Shareholder Proposals: 4 Trends to Know

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, ...

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Clawbacks: First-Ever DOJ-Wide Policy Reinforces Role in Compliance

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

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Clawbacks: Are You Ready for New Rules?

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 ...

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Executive Pay Caps: Reentering the Discussion?

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 ...

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The ‘Other’ Elon Musk Litigation: Compensation for ‘Full-Time’ Services

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 ...

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Pay Equity: Pending California Law Will Require State-Level Pay Data Reporting

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

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CEO Succession: Compensation Questions to Ask at Each Stage

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 ...

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Norges’ HCM Expectations: Do It Your Way, But Know It’s Not Just About You

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

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Setting CEO Pay: Rare Court Challenge Could Test Business Judgment Rule

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 ...

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Take Note: SEC Enforcement Gets Another SOX 304 Clawback

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 ...

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Say-on-Pay & Equity Plans: Insights From ’22 Meetings

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 ...

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Director Compensation: Court Strikes Down Broad Settlement Release

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 ...

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Glass Lewis: Common Concerns for Say-on-Pay & Equity Plans

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 ...

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Equity Awards: Delaware Updates Delegation Framework

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. ...

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Clawbacks: They’re Complicated

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 ...

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High Pay Ratio Correlates With Strong Corporate Performance?

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 ...

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Human Capital: FASB Considers ‘Labor Costs’ Line Item on Income Statement

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 ...

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Preparing for Severance Policy Proposals: Consider Policies That Limit Cash Severance

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 ...

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Human Capital: Call for Line-Item Financial Disclosures

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 ...

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Advantages of Formalizing Retirement Equity Award Provisions

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

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Tips for Life Sciences Companies Leveraging Equity Compensation with Physician Advisors

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

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Severance Agreement-Related Shareholder Proposals Fared Well in 2022

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

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How CEO Pay Decisions Affect Director Support

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 ...

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Another US Company Links Incentives to Climate Progress

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 ...

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Say-on-Pay Laws Tied to Positive ESG Performance

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 ...

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Early Compensation-Related Returns from the ’22 Proxy Season

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 ...

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Monro’s Post-Employment Compensation Disclosure

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 ...

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Athersys’ Annual Bonus Plan Disclosure

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 ...

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The ‘Elon Effect’: 9-Figure CEO Pay Packages Becoming More Common

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 ...

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CHRO Guide to the Expanded Role of the Compensation Committee

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

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ISS Window Opens July 5th for Off-Season Peer Groups

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 ...

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Practical Tips on Strategic Recruiting & Retention of Executive Talent

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 ...

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Common Pitfalls When Using DEI Metrics

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 ...

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Retention as Primary Factor Driving Base Salary Increases

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, ...

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China Instructs Banks to Rein in Pay

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 ...

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Thermon Group’s Short-Term Incentive Plan

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 ...

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Say-on-Pay: Memes Couldn’t Save the Silverback

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 ...

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Are Climate-Related Incentive Metrics Right for You?

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 ...

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DXC Technology’s Director Compensation Disclosure

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 ...

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Comp Committee Actions to Win the War for Talent

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 ...

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Clawbacks: SEC Reopens Comment Period … Again!

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 ...

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ESG Metrics: Debunking Misconceptions

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 ...

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Constellation Brands’ Post-Pandemic Compensation Disclosure

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. ...

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Human Capital Management Disclosure: Quantitative Metrics Gained Traction in Year 2

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 ...

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Core & Main’s Clawback Policy

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 ...

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Watch Your Plan Limits: Chancery Allows Novel Fiduciary Duty Claim to Advance

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 ...

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ESG Incentives: Current Data Doesn’t Show Improper Executive Benefit

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 ...

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Special Awards: SOC Has ‘Near-Zero’ Tolerance

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 ...

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JBT’s Disclosure as to How It Identified Its Most Important ESG Issues

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 ...

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ESG Disclosures Continue to Proliferate

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 ...

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Restructuring Executive Pay to Mitigate Stakeholder Outrage During the Pandemic

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 ...

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Widening Spread Between Average Say-On-Pay Vote Results in S&P 500, Russell 3000 Indices

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 ...

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CEO/CFO Pay Ratio: Unchanged Since 2012!

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 ...

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Skadden’s Updated ‘Compensation Committee Handbook’

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 ...

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DE Chancery Considers Compensation Committee’s Fiduciary Duties with D&O Compensation

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 ...

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Latest Say-on-Pay Stats: Low SOP Failure Rate & No Equity Plan Failures

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 ...

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New GICS Changes Are Coming in 2023

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 ...

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Gender Pay Equity: Audit Your Practices Before the DOL Does It For You

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. ...

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Misalignment Between ESG Goals & Minimum Wages

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 ...

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Pandemic Pay Practices: Some May Be Here To Stay

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 ...

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Human Capital & Worker Pay: Director Attacks Cometh

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 ...

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Tying Employee Pay to ESG Metrics: Are You Ready?

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 ...

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Cryptocurrency as Compensation: Regulatory Risks

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 ...

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Latest Say-On-Pay Updates: Failure Rates Are Stable So Far

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 ...

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Biden’s Budget Proposal & Taxing Millionaire Pay

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

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COVID-19’s Long-Term Effects on Executive Compensation

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 ...

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Early Trends in Exec Comp: CEO Pay & Pay Ratios Are Up

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 ...

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Say-on-Pay: Looking Brighter in 2022?

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 ...

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Pay Ratio Proxy Contest

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 ...

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More on ‘Russia Restrictions and Suspending Equity Transactions’

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 ...

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Pay Gap Reporting: Arjuna’s ’22 Scorecard Shows Move Toward Next Frontier

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 ...

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Private Comp Committees Are Adopting Pubco Practices

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 ...

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Benchmarking Director Pay at S&P 500 Companies

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 ...

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Say-on-Pay: Fixing Last Year’s Failures

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 ...

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ESG Metrics: European Companies and Investors Continue to Push Forward

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 ...

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ESG Metrics: Unmitigated Boon to Management?

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 ...

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Pay Equity: Arjuna Proposal Notches a Win

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 ...

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Going Public: Benchmarking Data on Initial Equity Programs

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 ...

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BlackRock’s Approach to Engaging on Compensation

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

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Russia Restrictions and Suspending Equity Transactions

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

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As You Sow’s “CEO Compensation” Report

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 ...

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Say-on-Pay: Investors Still Don’t Like Replacement Awards

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 ...

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Say-on-Pay: Investors Still Don’t Like Time-Based Mega 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 ...

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Executive Pay: Pandemic Widens Gender Pay Gap

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 ...

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Financial Institutions Less Pressured About DE&I in Incentive Plans

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 ...

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Pay Equity Analysis Increasingly a Company Initiative

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

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ESG Metrics: What About CFOs?

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 ...

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Tech Giants Adjust Stock Grant Practices to Retain Employees

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 ...

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TSR Gains Traction as a Modifier

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 ...

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Cash Severance Remains Prevalent for Non-CIC Severance Arrangements

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 ...

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Compensation Committees Need to Incorporate Inflationary Effect Into Executive Pay

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

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Stock Options: SEC’s Proposed “Insider Trading” Rules Could Affect Grants & Disclosures

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 ...

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Say-on-Pay: 2021 Had Mixed Results

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 ...

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IPO Readiness: What Comp Committees Should Know and Do

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 ...

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Diving Into the ESG Specifics: Best Practices for DEI Metrics

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 ...

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Director Compensation: 600 Mid-Market Companies

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 ...

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S&P 500 CEO Compensation Trends: Still Increasing Amidst Pandemic

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 ...

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Keysight Technologies’ Proxy Summary

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)), ...

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Workforce Diversity Disclosure: SSGA Putting Comp Committee Chairs on the Hook

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 ...

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Compensation Committees: “Human Capital” Agenda Items

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 ...

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Pay Ratio: Complex “Median Employee” Calculations Leave Investors With a Bad Taste

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 ...

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This Year’s Emerging Compensation Trends

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

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Perks: Should the Comp Committee Approve Them Every Year?

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

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Say-on-Pay: Canadian Investors Considering “Pay Disparity” Factor

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 ...

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FW Cook’s “Top 250 Report”

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. ...

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Clawbacks: Former CEO Returns $105 Million for “Misconduct”

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 ...

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Projecting Workforce Base Salary Increases in 2022

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

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Compensation Lessons Learned from Two Years of the Pandemic

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 ...

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Equity Compensation Plans: S&P 500 Share Utilization Trends

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

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CD&A: Start Drafting the Difficult Parts Now

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 ...

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Stock Ownership and Retention Guidelines: S&P 100 Getting More Stringent

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 ...

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Tips on Handling Equity When Your Executives Retire

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 ...

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Practical PSU Pointers for Compensation Committees

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 ...

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BlackRock’s 2022 Executive Compensation Policies: Director Accountability for Pay-for-Performance

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

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Visa’s Perquisites Disclosure

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 ...

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Linking Executive Pay to Climate Transition: 34-Page Guidebook

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 ...

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ISS Updates FAQs on Pandemic-Related Pay Adjustments

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

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Dynamic Market Conditions Could Affect Your Compensation Peer Group

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: – ...

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Guidewire Software’s Say-on-Pay Response

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 ...

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Congress Hones In On Pre-Bankruptcy Executive Bonuses

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 ...

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Glass Lewis ’22 Voting Guidelines: Robust Disclosures Are Key for E&S Metrics and Incentives

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. ...

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CEO & CFO Compensation: 600 Mid-Market Companies

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 ...

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Refresher: Accounting for Stock Compensation Under ASC 718

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 ...

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The Greenbrier’s Shareholder Engagement Disclosure

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 ...

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Peer Groups: ISS Window Opens Monday

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 ...

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Insurance Companies: Accounting Change May Affect LTIPs

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 ...

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19th Annual “Executive Compensation” Survey: Data on “Clawback Policies”

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

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ISS’s Proposed Policy Changes: No Big Changes Previewed for Voting on U.S. Pay

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 ...

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Clawbacks: Can They Preempt State Labor & Employment Laws?

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 ...

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Unintended Consequences of Benchmarking Pay: Female Executives Are Stuck At the Median

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 ...

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Activision CEO’s “Total Comp” Now Entirely Linked to Gender Diversity Goals

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 ...

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2022 Proxy Season: Reminders for Upcoming Comp Committee Meetings

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 ...

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ESG Metrics: Bigger Problems If You Get It Wrong

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 ...

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ESG in Incentive Plans: No Going Back?

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 ...

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Director Compensation: Outliers Are Rare

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 ...

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Glass Lewis Launches Equity Plan Advisory Service

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 ...

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Stock Compensation: Don’t Forget HSR Filing Requirements

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 ...

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Clawbacks: SEC Reopens Comment Period!

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 ...

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SEC Open Meeting Tomorrow! Re-Open “Clawbacks” Comment Period?

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

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CFO Pay: 2020 Levels Stayed Basic

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 ...

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CEO Pay in the S&P 1500: Growing, But at a Slower Rate

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 ...

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ISS Policy Survey Results: Lots of Support for a Longer-Term Pay-for-Performance Screen

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 ...

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SEC Proposes Enhanced “Say-on-Pay” Voting Disclosure for Institutional Investment Managers

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

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ESG Metrics: Examples of “Carbon Reduction” in Pay Plans

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 ...

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Democrat’s September 2021 Tax Proposal Would Directly Affect Executive Compensation

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 ...

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Director Compensation: Pay Freezes Could Soon Thaw

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

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HSR Filing Failure Trips Up Another Corporation/Executive

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 ...

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Dems Float Federal “Pay Ratio” Tax

I’ve blogged a few times about “pay ratio” tax proposals — mostly at the state level. Although they haven’t really taken off, a CNBC article and other sources ...

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ISS’s Compensation Proxy Season Review: Director Pay Disclosures Are Improving

ISS recently released its “Compensation 2021 Proxy Season Review.” The full report is available only to corporate and institutional subscribers — but here are the ...

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Say-on-Pay: Responsiveness & Engagement Getting Even More Important

A 16-page Sullivan & Cromwell memo gives a nice overview of voting results for say-on-pay and equity plan proposals through June 30th. The memo also gives tips for ...

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Do Proxy Advisory Voting Businesses Actually Help Their Clients?

In case you missed it, I wanted to draw readers’ attention to a post last month “Proxy Advisors: Do Their Clients Cast Informed Votes?” on our sister site ...

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Say-on-Pay: Big Companies Are Facing More Scrutiny

The latest Semler Brossy recap of say-on-pay results says that results this year are a mixed bag. From a trend perspective, S&P 500 companies seem to have more to ...

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Shareholder Litigation: Pandemic “Spring Loading”?

Here’s something that my colleague John Jenkins blogged recently on TheCorporateCounsel.net: We’ve previously blogged about COVID-19 related securities litigation, ...

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“Mega Grants”: How to Get Stakeholder Buy-In

You might’ve thought that executive “mega grants” disappeared a decade ago, along with new episodes of Jersey Shore. But a Pearl Meyer memo says they could be ...

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ESG Incentives: Industry Differences

There’s no “one size fits all” with ESG metrics. They have to be carefully tailored to support the specific ESG strategies and priorities that the board has ...

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CEO Pay: More About Ego Than Buying Power?

The capuchin monkey experiment is often trotted out as an example of how pay inequity demotivates employees. If we’re anything like the monkey in the experiment, ...

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Private Co’s: Secondary Markets Could Make Employee Equity More Valuable

I’ve blogged before about resale restrictions on equity awards to private company employees, but it’s been a few years. Trading in pre-IPO shares has taken off since ...

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ISS Annual Policy Survey

Last week, ISS opened its “Annual Benchmark Policy Survey.” As the name implies, this is only a survey, a series of questions that ISS uses to gauge its clients’ ...

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ISS Policy Survey: ESG Metrics, Longer-Term Pay-for-Performance Screen, and Mid-Cycle Pandemic Adjustments

As I blogged last week on TheCorporateCounsel.net’s Proxy Season Blog, ISS has opened its “Annual Benchmark Policy Survey,” as well as a separate “Climate Policy ...

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Shareholder Proposals: Proponents Losing Interest in Comp Topics… Except “Environmental Performance Metrics”

Although only 7% of shareholder proposals this year have related to executive pay (and none have passed), proposals for compensation linked to environmental performance ...

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ISS Expands its Discussion of Problematic Pledging of Company Stock

Last week I wrote on ISS’s April update to its U.S. Procedures & Policies (Non-Compensation) FAQ, focusing on changes to ISS’s policy on stock ownership ...

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Changing Nature of Work: What’s the Comp Committee’s Role?

With a tight labor market and executives and employees reconsidering the “nature of work” as we know it, compensation committees are now dealing with much more than ...

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ISS Revises Its Rules on Company Stock Ownership Guidelines and Pledging

Way back in late April, ISS updated its U.S. Procedures & Policies (Non-Compensation) FAQ. Generally, ISS publishes its proxy voting guidance in November or ...

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Europe: ESG Metrics Could Become Mandatory for “Sustainable” Investments

Under the EU’s existing “green taxonomy,” economic activities that meet certain conditions will be incentivized as “environmentally sustainable” investments ...

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Equity Compensation After Delisting or Uplisting

Most clients intuitively understand that delisting — or uplisting — will affect equity compensation plans, but forward-thinking advisors will also take a moment to ...

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IRS Releases Updated Nonqualified Deferred Compensation (409A) Audit Technique Guide

Last month, the Department of the Treasury Internal Revenue Service released an updated Nonqualified Deferred Compensation Audit Technique Guide. IRS had last released a ...

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Looking Back at Company Responses to Low Say-on-Pay Vote Results

As the dust settles from this year’s annual meeting season, in the weeks ahead we’ll likely start hearing of company plans and potential strategies in response to ...

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Connection Between Pay Levels and Low Say-on-Pay Vote

A recent Equilar blog takes a look at 2021 say-on-pay vote results so far, and like other memos and reports, Equilar projects that 2021 could see the highest failure ...

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ESG Metrics: Beware “Unintended Consequences”

In the past year, S&P 500 companies rapidly changed their executive compensation to incentivize diversity, worker health and safety, and other ESG metrics. In some ...

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Pay-for-Performance: Not Just Broken, But Actively Causing Harm?

Food for thought: Pay-for-performance tanks productivity, creates a risky compliance culture, causes undesirable conflicts among departments, is only useful for tasks ...

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Peer Groups: ISS Window Opens Next Tuesday, Equilar’s Closes Tomorrow

‘Tis the season…for updating off-season peer groups. ISS announced yesterday that their peer group submission window will be open from 9 am ET on Tuesday, July 6th ...

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SEC Says Employee Manual’s Whistleblower Restriction Violates Exchange Act

Last week, I blogged on TheCorporateCounsel.net that the SEC has issued a record amount of whistleblower awards this year. Companies need to anticipate the possibility ...

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Anterix’ ESG Disclosure

Anterix, Inc. is a New Jersey-based wireless communications company engaged in delivering broadband needed to modernize infrastructure for energy, transportation, ...

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Pay-for-Performance Doesn’t Always Please Everyone

In an unusual twist, last week a company announced voting results from its annual shareholder meeting and said it considered all items of business with the exception of ...

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Highest-Paid CEOs: 2020’s “Top 10” Are Nearly All New to The List

As we cross the high-point of proxy and annual meeting season, Equilar and the New York Times recently released their annual look at CEO pay levels for the 200 ...

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At the Forefront in the Battle Over Compensation Clawbacks

I have written several times on companies’ efforts to clawback, and shareholders’ attempts to force a clawback of, executives’ compensation as the law in this area ...

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Perceived ESG Missteps Can Affect Pay Votes Too

A recent Glass Lewis blog looks at what can go wrong with ESG oversight — and how it can connect to, and impact, executive pay votes. The situation discussed in the ...

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