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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ESG Metrics: European Co’s Could Foreshadow U.S. Trends

A recent Pay Governance Survey of 30 big UK and EU companies shows that nearly all of them have included ESG metrics in their incentive plans — compared to about 20% ...

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Activist Investors Complain That “Pay-for-Performance” is Juicing Pay Ratios

A NYT article analyzes whether execs are receiving outsized stock awards that end up widening the gap between CEOs and ordinary workers. It focuses on the 200 ...

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ESG and Executive Pay: Example of “Supply Chain” Metrics

An online fashion retailer out of the UK is linking executive pay to improvements in supply chain workers’ rights in response to government pressure to do so. Although ...

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Unfortunate Result in a Termination for Cause Case

A March 2021 opinion by the United States District Court for the Southern District of Ohio, Dix v. Atos IT Solutions & Servs., Inc., provides a surprising and very ...

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Director Pay Programs: Observations and Potential Changes to Watch

ESGAUGE, The Conference Board and Semler Brossy recently issued a director compensation report reviewing trends and developments at Russell 3000 and S&P 500 ...

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ISS Vote Recommendation Impact: 2021 Vote Results and Trends

Back in March, I blogged about a report summarizing say-on-pay vote outcomes over the past 10 years, along with data showing the potential impact of proxy advisor vote ...

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Another Rendition to Expand Scope of Compensation Committees

Last summer, Liz blogged about suggestions to broaden the role of the compensation committee to focus on the company’s workforce as a whole. For a recent rendition of ...

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ESG Metrics: Don’t Bite Off More Than You Can Chew

We continue to post resources in our “Sustainability Metrics” Practice Area that can help you navigate the best way to link ESG goals to executive pay. Caution and ...

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The SEC Introduces Uncertainty for Investors and Corporations, and Their Advisers

I return to blogging after some time off to scuba dive with news of an unfortunate turn of events at the SEC. I have posted several times over the last decade on the ...

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Private Company Director Cash Compensation: Some Pay Retainers, Others Pay Meeting Fees

With more companies searching and competing for diverse and talented directors, private companies are revisiting director pay plans to ensure they’re competitive. A ...

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Looking Forward: 2021 Incentive Design Trends

Over the last year, we’ve blogged about changes to executive pay programs in response to COVID-19. For a peek at where things are headed in 2021, Meridian recently ...

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Roadmap for Communicating IPO Equity Compensation

Liz blogged not too long ago about market practice for stock incentive plans and employee stock purchase plans for companies going public. A recent blog from Sharon ...

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Low Say-on-Pay Vote Result: A Plan to Demonstrate Responsiveness

Liz has blogged about some of the early trends with this year’s say-on-pay votes. Although a proposal hasn’t technically failed when it receives support from ...

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Say-on-Pay: Is “Rubber Stamping” Over?

The last five years of say-on-pay data show that approval levels have gradually been dropping, according to an Equilar blog. Here’s the intro: Marking its 10th ...

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What’s Driving Lower Say-on-Pay?

Semler Brossy’s latest say-on-pay recap (from Thursday, May 13th) reports that the current failure rate is 3.3% for Russell 3000 companies — meaning 22 have failed ...

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#MeToo & Severance: Company’s “Cause” Definition Prevails

On Friday, ViacomCBS reported on a Form 8-K that the $120 million disputed severance payment to former CEO Leslie Moonves would revert in its entirety to the company. ...

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Working Remote: Most Companies Keep Comp “As Is” for Employees Moving to Lower-Cost Areas

As comp committees are often tasked with human capital management oversight, for some this oversight can include matters relating to remote work arrangements and return ...

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AllianceBernstein Wants to See ESG Linked to Pay & Outlines “Best Practices”

AllianceBernstein recently released a report summarizing its “2020 ESG Engagement Campaign” and it says one of its two most important ESG themes in 2020 was the ...

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Linking ESG to Pay: Considerations for Incorporating into Long-Term Incentive Plans

Earlier this year, Liz blogged about trends among Fortune 200 companies linking diversity & inclusion metrics to executive pay. When we’ve seen reports of ...

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Early Say-on-Pay Voting: BlackRock’s Votes “Against” Increase

Liz blogged last week about early say-on-pay vote results and as of late April, the failure rate was 2x higher than at this time last year. Annual meeting season can ...

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Rule 10b5-1 Trading Plans in the News

It seems like the media turns a spotlight on Rule 10b5-1 Plans every few years. I have posted on 10b5-1 Plan issues more than ten times in the last 10 years alone (see, ...

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Say-on-Pay: The Reckoning Continues

Wow. The latest Semler Brossy memo tracking say-on-pay results for this season, which was published last Thursday. Three takeaways jump out: – The current failure ...

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COVID-19: Many Companies Adjusting Annual Incentives

Compensation Advisory Partners recently analyzed COVID-related pay actions of 300 companies in the S&P 1500 with a December 31st FYE. Although it’s a somewhat ...

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Pay Gap Proposals: What Leads to ISS Support

ISS recently published updated “Policies & Procedures FAQs” – and #113 explains how the proxy advisor evaluates “pay gap” shareholder proposals. Here’s ...

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Company Engagements Lead to Slowdown in Pay Equity Proposals

Over the last year, we’ve blogged about shareholder proposals dealing with racial & gender pay equity – there’s an entry about Arjuna Capital’s continued ...

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Glass Lewis Report: More S&P 500 Companies Linking D&I Metrics to Comp Programs

Over the last year, we’ve blogged a few times about companies announcing inclusion of diversity metrics in executive compensation programs – there’s an entry about ...

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Tips for Linking Employee Engagement to Executive Pay

As companies begin linking diversity, equity and inclusion metrics to certain elements of executive pay, in a recent NACD blog, Robin Melman and Christina Andersen of ...

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Alphabet/Google Almost Links Executive Compensation to ESG Metrics

I have posted several times on corporations’ recent efforts to link executives’ compensation to ESG, HCM and DE&I. [Note that, if you want current, practical, ...

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Cybersecurity & Benefit Plans: DOL Issues Guidance for Plan Sponsors & Fiduciaries

Periodically, Liz and I have blogged on TheCorporateCounsel.net about cybersecurity risk and it seems unusual to blog about cybersecurity risk here on ...

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Large Investors Are Adding “Sustainability” to Executive Pay Voting Frameworks

A new 49-page analysis (download required) from SquareWell Partners looks at how proxy advisors & large investors are evolving their approach to climate change. Here ...

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More on “Say-on-Pay: Is 2021 the Year of Reckoning?”

A WSJ article says median CEO pay reached $13.7 million last year and is on track for a record. While a good number of investors seem to appreciate that retaining good ...

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Director Compensation: A Baby Step Into Bitcoin

Last week, MicroStrategy – a small-cap company that trades on the Nasdaq Global Select Market – filed a Form 8-K to announce that its four independent directors will ...

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Legal & General Increased 2020 Comp Engagements & Votes “Against” Pay

Over on the “Proxy Season Blog” for TheCorporateCounsel.net members, I blogged about Legal & General’s 2020 “Active Ownership Report.“ The report ...

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Trillium’s Say-on-Pay Voting Policy Sets a High Bar

Some may recall that in addition to “traditional” proxy voting guidelines issued annually by ISS, the proxy advisor also issues “specialty” proxy voting ...

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More on PBCs – Publicly Traded Corporation Converts to a Public Benefit Corporation

On Monday, I posted on Developments in the “Public Benefit Corporation” Space, discussing education tech company Coursera’s IPO as a Public Benefit Corporation ...

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Looming Challenge: Potential Rising CEO Pay Ratio

A recent blog post on the HLS Corporate Governance Forum from Dan Marcec of Equilar provides some early CEO pay trend data. Data cited in the blog is based on proxy ...

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Developments in the “Public Benefit Corporation” Space

On March 31, education tech company Coursera went public [IPO] as a Public Benefit Corporation (“PBC”) [NYSE: COUR]. Its shares closed up 36% at $45 (from $33). ...

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Litigation over Aspirational or Generic Disclosures on DE&I

I have written about corporations’ recent efforts to improve DE&I by the one method most likely to produce improvements: linking executive compensation to ...

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Is Pay Benchmarking Making CEOs Apathetic?

You hear quite a lot in this space about CEO pay levels ratcheting up due to peer benchmarking and every company wanting to pay “above median.” A recent academic ...

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Special Issues for SPACs

One cannot look at financial and business news lately without seeing one or more articles on SPACs (special purpose acquisition company). Not wanting to miss-out on the ...

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Equity Incentive Plans: Return of “Evergreen” Provisions?

I blogged a couple of weeks ago about pre-IPO equity incentive plan practices. Recent research from ISS Governance Solutions reinforces the finding that evergreen ...

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Insight on State Street’s Say-on-Pay Abstentions & “Against” Votes

On the heels of State Street issuing its 2021 proxy voting and engagement guidelines that Liz blogged about last week, the asset manager also issued its 2020 stewardship ...

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Incorporating D&I Metrics in Pay Programs? Consider These Items First

We’ve blogged a few times about use of D&I metrics in incentive plans – here’s an entry about use among Fortune 200 companies. As stakeholders continue with ...

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Succession Planning Under the Fed Guidance for Large Financial Institutions

Last week I posted on Supervisory Guidance on Board of Directors’ Effectiveness issued by the Board of Governors of the Federal Reserve System, which is not just for ...

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Fed Guidance for Large Financial Institutions

Last month the Board of Governors of the Federal Reserve System (the “Fed”) issued Supervisory Guidance on Board of Directors’ Effectiveness, that applies to all ...

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New Checklist! “How-To” for ESG Metrics

A Gunster blog reports that about half of S&P 500 companies used ESG metrics in their annual cash incentive plans last year. Based on the number of company ...

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Say-on-Pay: Is 2021 the “Year of Reckoning”?

According to a WSJ article and data from ISS Corporate Solutions, only 10 S&P 500 companies have had shareholders reject annual say-on-pay resolutions in the last ...

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Compensation in the Time of COVID – Starbucks’ Shareholders Vote Down Its SSOP Proposal

Just a few weeks ago, I highlighted Starbucks’ commendably specific linking of executives’ incentive compensation to Diversity, Equity, and Inclusion (DE&I) ...

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Precisely How Might Companies Consider Tweaking their Definition of Change in Control Based on Recent Federal Court Decision

Last Friday,* I posted on a federal court decision on whether a change in control had occurred under the terms of a company’s Executive Severance Agreement plan ...

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Companies Might Consider Tweaks in their Definition of Change in Control Based on Recent Federal Court Decision

In November 2020, A federal court in the Northern District of Illinois (Chicago) evaluated whether a change in control had occurred under the definition of the ...

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10-Year Look at Say-on-Pay Vote Outcomes & Proxy Advisor Impact

Now that say-on-pay has been on annual meeting ballots for 10 years, Compensation Advisory Partners issued a report summarizing the voting results. Although support has ...

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CIC Arrangements Study: Cash Severance Multiples Trend Down

During proxy season, one disclosure topic that some follow relates to potential payments upon termination or change in control. Earlier this year, Meridian Compensation ...

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Rule 701: 5 Things the SEC’s Proposal Could Change

Who knows whether the changes that Rule 701 amendments that the SEC proposed last fall will go anywhere. But if they do, the recent blog from Dan Walter gives a nice ...

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SPACs: The Fast-Moving Comp Process

Love the “Compensation Cafe” blog from Dan Walter about how to prepare for the compensation aspects of a fast-moving SPAC deal: Once you are brought into the ...

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Proposed “Stimulus” Legislation Would Extend the Limits of 162(m) Even Further

Bad news. The proposed American Rescue Plan legislation would further expand the definition of covered employee under Code Section 162(m) to include even more highly ...

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Work-from-Anywhere: Possible Step to Improve Pay Equity?

Through the last year, the COVID-19 pandemic forced many companies to shift to remote-work options. Streaming service Spotify recently announced it’s moving to a ...

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ESG & Incentive Plans: Considerations for Moving Forward Cautiously

I blogged last month about global trends relating to incorporation of ESG metrics into incentive plans. In another study, FW Cook examined use of ESG measures in annual ...

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