Perks Disclosure: What SEC Enforcement is Watching

Perks are a sensitive topic for investors – and as Meredith blogged last week, they may take you to court over the board approvals. In addition, the SEC’s ...

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Not Just Whistleblower Enforcement: Many Reasons to Reconsider Your Forms

Given recent legal developments, this perspective from Shearman & Sterling encourages companies to consider a wholesale review of existing forms, including: – ...

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Del. Chancery Dismisses Derivative Suit Regarding Personal Use of Corporate Jets

As personal use of corporate jets is on the rise, scrutiny continues apace. The latest legal challenge involving personal aircraft use & disclosures comes in the ...

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NYSE to Debt-only Issuers: You Need a Clawback Policy Too

Meredith blogged yesterday on TheCorporateCounsel.net about the NYSE’s annual letter to listed companies. The letter covers a point on clawback policies that we have ...

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Practical Considerations for Simplifying Compensation Programs

Back in October, Liz blogged about a report from non-profit FCLTGlobal making the case for the “simplest” solution to what some investors consider the ...

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Deploying Your Dodd-Frank Clawback Policy: A Hypothetical

Do you have a process in place for deploying your new clawback policy in the unfortunate event of a restatement? It may be useful to think through that in advance. But ...

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Stock Ownership Guidelines: Questions for ‘Newly’ Public Companies

Based on an analysis of Russell 3000 companies, this Semler Brossy article reports that “only 36% of companies that have been public for less than five years have ...

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Climate Metrics: Rome Wasn’t Built in a Day

This recent 9-page paper from Stanford’s Rock Center for Corporate Governance looks at where practices stand for climate metrics in executive pay programs – and ...

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DEI Metrics: Measuring Progress in Non-Discriminatory Ways

I blogged last week on TheCorporateCounsel.net about changes to “corporate diversity” messaging that some companies are making in the wake of the SCOTUS ruling ...

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ESG Metrics: Rising to the Occasion?

For the past few years, ESG metrics seemed to be gaining in prevalence in executive compensation plans – but, like “ESG” overall, their lack of specificity made ...

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Benefit Plans: Registering Plan Interests

This Morgan Lewis blog addresses when a company may be required to register plan interests under a nonqualified deferred compensation plan. It explains that, under ...

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Severance & Change-in-Control Practices: 86% of Co’s Now Require “Double Trigger”

FW Cook has released its 2023 survey of severance & change-in-control practices, which looks at trends among 200+ companies. We’ve been tracking severance as a ...

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Cybersecurity Breaches: Adjustments to Earned Compensation

Some of the largest US companies are implementing (or considering) cybersecurity metrics in comp programs — and specific metrics may be appropriate in certain cases ...

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A Big, Expensive “Nothingburger”?

SEC Commissioner Mark Uyeda isn’t a fan of the pay-versus-performance rule — or the process by which the SEC adopted it. He gave his thoughts on the PvP disclosure ...

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Long-Term Incentives: Trends in Mid-Caps & Large-Caps

Clearbridge Compensation Group is out with its “Long-Term Incentive Plan Report” for the “Clearbridge 200” – which consists of 100 mid-cap companies in the ...

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The Stats on Special M&A Synergy Awards

WTW’s Global Executive Compensation Analysis Team recently conducted a study of the 100 largest U.S. mergers from 2018 to 2022 focused on the use of special synergy ...

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More on PvP CDIs: Continuing Interpretive Issues

This FW Cook blog contains a helpful discussion of two of the recently released PvP CDIs. Those are CDI 128D.18 on retirement eligibility and when an award is ...

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Dodd-Frank Clawback Policies: For Initial Listings, the Time is Now

Now that the effective date of October 2nd has passed for the listing standards that implement Exchange Act Rule 10D-1, listed companies that have not already adopted a ...

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Equity Award Delegations After the Latest DGCL Updates

Troutman Pepper recently released a memo regarding equity award delegations after the 2022 and 2023 DGCL amendments, which we’ve previously blogged about. Here’s ...

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What Impact Do Perks Have on Say-on-Pay Outcomes?

In a new whitepaper (available for download), ISS Corporate Solutions (ICS) reviewed perk usage for CEOs of Russell 3000 companies (including the S&P 500) from ...

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Incentivizing Ethics & Compliance: An Ounce of Prevention …

The DOJ and SEC have been very clear that they want to make bad actors pay for unethical behavior. A recent Farient Advisors blog discusses the flip-side — how ...

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Annual Incentives: Most CEOs Achieve Target Payouts (Or More)

In 2022, more than 70% of S&P 1500 CEOs achieved target or above-target payouts for annual incentives, according to a new analysis from ISS Corporate Solutions. This ...

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Human Capital Disclosure: Recommendations From SEC Investor Advisory Committee

I previously noted that the SEC’s Investor Advisory Committee would meet September 21 to consider recommendations on human capital management disclosure. Here’s an ...

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Pay Versus Performance: Don’t Forget Your XBRL Tags!

I blogged a couple of weeks ago on TheCorporateCounsel.net that Corp Fin posted a “Dear Issuer” letter to flag common XBRL deficiencies that the Staff is noticing. ...

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Tips for a Successful Equity Plan Proposal

As Liz highlighted this spring, investors seem to be evaluating equity plan proposals more critically, and, more recently, I blogged that, per Glass Lewis, repricings ...

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Human Capital Proposal: Coming Soon?

A recent Bloomberg article noted that SEC Chair Gary Gensler is taking longer than his predecessors to finalize the plethora of rules on his agenda. Out of the rules ...

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401(k) Plans: The Compensation Committee’s Limited Role

A recent Fenwick alert discusses considerations when establishing a new 401(k) plan. I almost missed this one — with our focus on executive and director compensation, ...

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Executive Compensation Metrics: Cybersecurity Trending?

Cybersecurity has been on my mind lately. As Dave blogged on TheCorporateCounsel.net, in late July the SEC adopted amendments to its rules that will require periodic ...

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Stock Compensation: Keeping Up With the Acronyms

I’m loving the Forbes article “ICYMI: A Guide to Stock Comp Abbreviations” from friend-of-the-site Bruce Brumberg this past May. Kids these days might think that ...

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Say-on-Pay: Investors Still Don’t Like Time-Based ‘Special Awards’

We’re nearing the end of August, and that means asset managers are sharing voting details for the past year. BlackRock shared in its fourth annual “voting ...

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Say-on-Pay: Norges’ Tightened Framework Leads to Votes Against 1 in 10

I’ve blogged before about calls by Norges Bank to simplify executive pay by doing away with performance programs and simply linking it to long-term share ownership. ...

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ESG Metrics: Leveling Off?

Meredith blogged last week about trends in measurement techniques for ESG incentives. This 16-page memo from FW Cook — which looks at ESG incentive trends in the ...

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LTIP: Alternatives to 3-Year Performance Periods

As Liz blogged last year, nearly all big companies use long-term incentive plans to encourage performance over periods greater than one year — usually three. But ...

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Clawbacks: Enforcement Complications Under Foreign Law

As Liz shared when the final clawback rules were released, there are only three limited exceptions to enforcing a Dodd-Frank clawback policy: If direct expenses ...

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Measuring ESG Metrics in Incentive Plans

In July, the HLS blog ran a post from Meridian Compensation Partners discussing ESG metrics in compensation plans among the S&P 500. The blog described how ESG ...

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Trending Topics: Compensation-Related Shareholder Proposals Up 108%!

I recently shared a Gibson Dunn memo on the Proxy Season Blog on TheCorporateCounsel.net. It is chock full of important takeaways from this proxy season. Notably, it ...

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Director Pay: Governance Practices From ‘The Other Tesla Compensation Litigation’

Meredith blogged recently about Tesla’s proposed settlement of claims that its board had authorized excessive director pay. The clawback and forfeiture terms of that ...

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Director Pay: Large-Caps Are Keeping It Simple

Unlike executive compensation — which seems to constantly move in the direction of more complexity – director compensation has become more straightforward over the ...

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Equity Plan Support Down: Are Repricings to Blame?

Over on the Proxy Season Blog on TheCorporateCounsel.net, I recently blogged about the 2023 U.S. “Proxy Season Briefing” from Glass Lewis (available for download). ...

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Non-Competes: Keeping Up with the Developments

In January, John blogged about the FTC’s proposed ban on the use of non-competes and the potential impacts on executive compensation programs. While the FTC’s ...

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Equity Plan Proposals: Don’t Forget Form 8-K!

A recent post on the Goodwin Public Company Advisory Blog was prompted by several questions related to best practices for filing a new equity plan or amendment after ...

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Mitigating Litigation Risk When Incorporating DEI Goals Into Executive Incentive Programs

DEI-related goals have become one of the most common non-financial metrics in public company executive incentive plans. However, in addition to thinking through ...

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Shareholder Proposals: This Year’s ‘Pay Equity’ Results

Here’s an update from Gibson Dunn on how “pay equity” shareholder proposals fared this season: The number of shareholder proposals calling for a report on the ...

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Transatlantic Pay: American CEOs Are Bringing Home More Bacon

According to an analysis from ISS Corporate Solutions, total compensation rose by 23% for S&P 500 CEOs over the past five years — compared to only 1% for CEOs of ...

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Disclosure Controls: Perks and Related-Party Transactions

Earlier this year, we blogged about two enforcement actions involving compensation-related disclosure failures: one predominantly related to personal use of a corporate ...

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PVP Next Steps

A recent WTW memo addresses the next steps — both for disclosure and compensation-setting — for companies with their first proxy season of PVP disclosures behind ...

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The Other Tesla Compensation Litigation

You know Tornetta v. Musk, but do you know the greatest “shareholder derivative lawsuit settlement ever as measured by dollar value” (maybe) of all? Over on the ...

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Quantifying ‘Human Capital’: What Numbers Do Investors Want to See?

I hope everyone is having a relaxing and carefree summer. Live it up, because — as Meredith blogged a few weeks ago on TheCorporateCounsel.net — things are gonna get ...

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CFO Pay: Growing at Slower Rate in ‘Mixed Performance’ Environment

A six-page memo from Compensation Advisory Partners (“CAP”) looks at pay practices for CFOs, based on 2022 compensation actions among 175 companies with median ...

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Pay vs. Performance: Time-Tested Models Are More Useful Than ‘CAP’

With pay versus performance disclosures creating a shiny new number to analyze — “compensation actually paid” — lots of data folks are excitedly slicing and ...

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The Increasing Importance of Non-Financial Data

HR leaders may have previously considered their value-add to be limited to their efforts to attract, motivate and retain talent, while their other responsibilities — ...

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Assessing the ‘Exec Comp’ Criticism of Buybacks

As Dave noted in TheCorporateCounsel.net’s recent webcast on “Managing the New Buyback Disclosure Rules,” one of the common criticisms of share repurchases is that ...

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D&O Insurance and Dodd-Frank Clawbacks

Given the no-fault nature of the clawback requirement, the inclusion of “little r” restatements and the need to clawback pre-tax dollars, one commonly-asked question ...

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Pay vs. Performance: S&P 500 Disclosures

FW Cook recently released its analysis of the pay versus performance disclosures filed by the 403 S&P 500 companies that filed proxy statements containing that ...

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Clawbacks: Hertz Loses Argument That Policy Was Enforceable Contract

Earlier this week, a federal district court judge issued an unpublished opinion in a long-running clawbacks case. Even though the case doesn’t create formal precedent, ...

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Clawback Policies: Key Readiness Steps

As you may be able to tell, clawback policies are consuming a lot of my brain space right now. Listed companies will need to have a policy in place by December 1 of this ...

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More Say-On-Pay Transparency Coming

Late last year, Liz and John blogged about the new rules that will require institutional investment managers to disclose their Say-on-Pay votes on Form N-PX. A recent ...

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Self-Reporting Benefits Company in Latest Perks Enforcement Action

The SEC recently announced that it settled charges against a company and a former executive related to an alleged failure to disclose approximately $1.3 million worth of ...

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Say-on-Pay Impact on Director Elections

In its latest report on Say-on-Pay, Semler Brossy’s findings are consistent with studies we’ve previously blogged about — that Say-on-Pay outcomes in 2023 so far ...

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Dodd-Frank Clawbacks: Handling the Broad ‘Indemnification’ Prohibition

One of the common questions that companies are facing with respect to the (thankfully extended) Dodd-Frank clawback policy rule is whether the prohibition on ...

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Dodd-Frank Clawbacks: Exchanges Extend Effective Date!

As Liz blogged yesterday and today on TheCorporateCounsel.net, NYSE and Nasdaq have now filed amendments to their proposed listing standards, which set an October 2 ...

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Compensation Considerations in a CEO Transition

A CEO transition is anxiety provoking for all involved. It’s a complex process with many legal and business challenges. A Skadden article identifies nine common ...

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Selecting a Compensation Consultant? There’s a Guide for That!

Compensation committees have a lot on their shoulders. And they rely on compensation consultants for information, expertise and objective advice to make important ...

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Omitting the Company-Selected Measure

Those familiar with Amazon’s executive compensation may not be surprised by this, but, having forgotten about the simplicity of the program, this took me by surprise ...

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Negative Say-on-Pay Recommendations: Vetting Proxy Advisor Data

A week before its annual meeting this year, JPMorgan Chase posted a letter to its website and filed it with the SEC as additional soliciting material. The letter ...

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Pay vs. Performance: Improved Visibility into Alignment or Muddying the Waters?

Although early returns from the pay versus performance disclosures show that, at many companies, there is alignment between executive compensation outcomes and ...

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ICYMI: PVP Gets a Big Write-up

In case you missed it, the Wall Street Journal ran a big write-up on CEO comp last week based on the numbers reported as “Compensation Actually Paid” under the new ...

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Tips for Using Relative TSR in a Tough Market

ISS Corporate Solutions recently released a paper, “TSR: Measuring Performance in a Tough Market,” that analyzed relative TSR metrics across the S&P 500. Below ...

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Proxy Season Midpoint: Say-on-Pay Still Looking Bright … For Now

So far in 2023, Say-on-Pay results seem to be improving from 2022 despite decreases in TSR. WTW recently reported on updated say-on-pay results at Russell 3000 ...

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Pizza Perks, Extra Cheese

If the Financial Times is diving into your perks disclosure, it’s usually not a good sign. But that’s not the case for a recent Financial Times analysis of personal ...

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Equity Plans Facing Increased Scrutiny

Investors seem to be evaluating equity plan proposals with a more critical eye this year, based on early proxy season results. In its latest update on voting outcomes, ...

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CEO Pay: Strong Financials Plus Negative TSR Equals Modest Increases

Median CEO total direct compensation was up 4% in 2022 among a select number of companies surveyed by Compensation Advisory Partners, according to a recent memo. CAP ...

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CEO Pay in the News — Corporate Crises and Layoffs

The news has been chock full of corporate crises and mass layoffs this year, and there’s been no shortage of media reports criticizing high CEO pay in the wake of ...

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Tips for Corporate Secretaries

With the compensation committee’s role expanding significantly and quickly in recent years, an NFP Compensation Consulting blog reminds us that pressure is also on ...

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NB Votes Against Directors for Insufficient Stock Holdings

Liz has blogged about the advance proxy voting disclosure initiatives of various institutional investors on our Proxy Season Blog on TheCorporateCounsel.net, including ...

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Your Summer Plans: A Dodd-Frank Clawback Policy

Liz recently blogged that the SEC designated a longer period for taking action on proposed listing standards to implement Dodd-Frank clawback rules. This left companies ...

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Trends Impacting Say-On-Pay in 2023

Liz recently blogged that things were looking up for Say-on-Pay in 2023 after record failures in 2022. As this Pay Governance viewpoint notes, that is especially welcome ...

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More on PVP: Corp Fin Speaks about Review Program

Corp Fin Director Erik Gerding and Chief Counsel Michael P. Seaman joined the “Dialogue with the SEC Senior Staff” session on Friday at the ABA’s Business Law ...

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FSB on Climate Metrics in Compensation Frameworks

The Compensation Monitoring Contact Group (CMCG) of the FSB is tasked with monitoring the progress of financial institutions’ implementation of FSB’s Principles for ...

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Takeaways from PVP Disclosures

During our recent webcast “The Top Compensation Consultants Speak,” Ira Kay described a Pay Governance study that used pay versus performance data of 50 S&P 500 ...

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Golden Parachutes: Higher Values, Higher Failure Rates

Even though “golden parachute” votes are a one-time advisory vote and arguably inconsequential, shareholders are still taking the opportunity to express displeasure ...

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Director Pay: Should Only Your Well-Off Directors Be Tasked With Approving It?

The process for setting director pay has become more fraught in recent years as the result of Delaware case law — leading some companies to adopt annual limits on ...

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Dodd-Frank Clawbacks: SEC Extends Period to Act on Exchange Rules

Yesterday, the SEC posted notice — for the NYSE, Nasdaq and other SROs — that it would designate a longer period for taking action on proposed listing standards to ...

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Keeping ‘Special Awards’ Special

Although large company stocks performed pretty well during the first quarter of this year, the impact of the bumpy market might be affecting executives’ decisions on ...

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Trends in Executive LTIP Compensation

Compensation committees have been struggling to set appropriate performance hurdles, especially for long-term awards, in these challenging markets. Equilar recently ...

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Clawbacks: Set Yourself Up for Success

I recently blogged about Part 1 and Part 2 of a three-part series on clawback policies by WTW. In Part 3, WTW focuses on whether and how companies should prepare in ...

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CEO Pay Ratio — A Way to Assess Human Capital Management

A recent Glass Lewis blog highlights a potential use case for CEO pay ratio disclosure — to gauge a company’s human capital management practices. Since it allows ...

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BlackRock Details Approach to Executive Compensation

BlackRock recently released an investment stewardship announcement, which complements its global incentives commentary by outlining factors that US companies may ...

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Say-on-Pay: Institutional Investor Voting Trends & Engagement Expectations

CalPERS, which due to its position as the largest public pension fund in the U.S. is an influential investor at many public companies, articulated priorities for the ...

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Pay Versus Performance: Tracker For Real-Time Trends

From the folks who brought you the Say-on-Pay tracker and other tools, the team at Farient Advisors has now announced the launch of “PVP Tracker” — which can help ...

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Say-on-Pay: Things Are Looking Up

Coming off a year of record Say-on-Pay failures in 2022, companies have focused on disclosing “responsiveness” to investor feedback in proxy statements and ...

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Clawback Policies: Make Your Game Plan Now

As John and Liz have reminded us, new clawback policies may need to be in place way before the January 2024 timeframe many of us were initially hoping for based on the ...

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Underwater Equity — Alternatives to a Repricing or Exchange

Pay Governance recently released a viewpoint on alternatives to option repricings. While the article is focused on the biotech sector, in the current market, companies ...

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2023 Trends in Executive Compensation

A recent Outten & Golden blog notes key trends most likely to impact executive pay in 2023: 1. Increases in Base Compensation   2. Geographic ...

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Updated ISS Peer Group FAQs

ISS recently posted updated FAQs on peer group selection methodology and the issuer submission process. As usual, ISS made our lives a little bit easier by highlighting ...

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DOJ’s New Pilot Program Elevates Importance of Compensation Structures & Clawbacks

As Meredith noted last week, high-level DOJ folks recently announced a pilot program focused on corporate compensation and clawback policies. They’re part of sweeping ...

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Pay Equity: Can We Take Our Eyes Off This Ball?

Yesterday, we “celebrated” Equal Pay Day — which represents how far into the current year US women who are working full-time and year-round must work to catch up ...

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Pay Vs. Performance: Early Disclosure Trends

Meredith blogged last week that we are starting to see more large-cap pay versus performance disclosures “in the wild” — in response to the SEC rules adopted last ...

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The Same Old Story — Another Perks Enforcement Action

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

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Option Repricings: Glass Lewis Commentary

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

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Climate Metrics: New Analysis Gives Fodder to Skeptics

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

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Wachtell Lipton’s ‘Compensation Committee Guide’

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

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NYSE & Nasdaq Propose ‘Clawback’ Listing Standards

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

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Asset Manager Ties Its Exec Pay to Decarbonization Metrics

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

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Pay-Versus-Performance Disclosure and Form 10-K

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

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Tornetta v. Musk: Post-Trial Argument Today!

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

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Benchmarking ‘Human Capital’ Disclosures

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

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Retail Industry: Goal-Setting in Uncertain Times

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

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Pay Versus Performance: Corp Fin Issues 15 CDIs!

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

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Say-on-Frequency: Do You Need to State the Voting Standard?

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

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ISS: More Updates to ‘Equity Compensation Plan’ FAQs

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

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Dodd-Frank Clawback Rules: The Great Checkbox Debate of 2023

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

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Tax Reporting: Deadlines for ISO Exercises & ESPP Purchases Reporting

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

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Executive Comp Implications of Southwest’s Holiday Meltdown

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

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Pay Versus Performance: Corp Fin Isn’t Out for ‘Gotchas’

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

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CEO Pay Cuts: Disclosure Issues

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

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2023 Proxy Season: Key Executive Comp Issues

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

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ESG Metrics in Executive Comp Plans

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

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SEC Enforcement Action Focuses on CEO Termination & Separation Agreement Disclosure

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

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Comp Committees: 2023 Priorities

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

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FW Cook’s Director Compensation Report

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

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Clawbacks: Key Compliance Dates Under SEC’s Final Rules

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

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Pay vs. Performance: Why ‘Line of Business’ Index is Easier

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

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Pay Equity: Preparing for Pay Transparency Laws

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

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Severance Policy Proposals: Glass Lewis Makes Helpful Update

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

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SEC Approves New Disclosure Requirements for Option Grants

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

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Dodd-Frank Clawbacks: How Requirements Compare to Existing Policies

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

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ESG Metrics: 5 Actions for Boards

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

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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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