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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COVID Pay Adjustments: Early Look at ISS’s Assessment

I blogged a couple of weeks ago about one potential proxy season theme and another might be how investors and proxy advisors view 2020 COVID-related pay actions. A ...

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Furloughed Employees: CEO Pay Ratio Considerations

It’s been a while since we’ve blogged about the potential impact of COVID-19 related complications for CEO pay ratio calculations and disclosures. A Freshfields blog ...

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The Case for Awarding Equity to All Employees

The recent push to spread employee stock ownership by Pete Stavros, co-head of private equity for the Americas at KKR, seems to have received a lot a press lately. ...

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Another Perks Enforcement Action!

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

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

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

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Peer Groups: Getting to “Yes”

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

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Linking ESG to Executive Pay: Sample Engagement & Disclosure Questions

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

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

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

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Conserving Cash: About that Bonus…

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

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2020 Banner Year? Considerations for Setting 2021 Incentive Goals

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

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CEO Pay Increase Trends & Projections

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

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Clawbacks and Holdbacks

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

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Arjuna Continues Push for “Unadjusted Pay Gap” Disclosure

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

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Next-Gen “Clawbacks”: Mandatory Deferrals

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

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Measuring D&I Outcomes: Opportunities to Improve

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

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Effectiveness of Retention Grants: More of a Near Term Impact

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

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Proxy Season Theme? Linking Pay to Sustainability Progress

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

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Incorporating Stakeholder Measures: What Weighting Do Companies Use?

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

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Glass Lewis Details Its COVID-19 Pay Analysis

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

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“Human Capital” Questions for Comp Committees

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

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Director Pay: “Annual Limit” Trends

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

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

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

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

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

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EIP Disclosure: Awards for Past Accomplishments

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

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Clawbacks: A Roadmap for Decision-Making

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

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Director Refreshment

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

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D&I Metrics in the Fortune 200

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

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

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

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Using ESG as a Modifier for Annual Bonuses

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

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Mid-Cap Annual & Long-Term Incentive Comp Trends

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

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Tying ESG to Compensation: Shift Toward More Sustainable Metrics?

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

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

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

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ISS Updates FAQs for Compensation Policies and EPSC Evaluations in 2021

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

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

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

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

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

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Director Pay: 15% of Companies Temporarily Cut Retainers

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

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Woodward’s COVID-19 Disclosure

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

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

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

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

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

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2020 Say-on-Pay Naysayers

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

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

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

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

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

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Carve Out Time to Reflect on Compensation Philosophy

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

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Adobe Becomes Latest Company to Disclose Pay Gap

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

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

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

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

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

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

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

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

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

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

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

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Recent Posts You May Have Missed

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

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

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

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

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

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Large-Cap Annual & Long-Term Incentive Comp Trends

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

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Likely Priorities of the SEC in 2021

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

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Executive Compensation Policies: What’s “Standard” Now

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

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Stock Option Controls: A Cautionary Tale

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

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

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

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FAQs on Human Capital Management Disclosure

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

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Using Equity to Conserve Cash: Tips for Doing So Safely

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

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Evolution of Tech Sector Director Comp

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

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Another Look at ‘Early Filer’ Incentive Pay Decisions

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

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San Francisco’s New Pay Ratio Tax

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

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

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

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Bankruptcy Retention Awards: COVID Giving a Reprieve From Scrutiny?

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

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Pandemic-Based Discretion: Proceed With Caution

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

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

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

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Stock Options Make a Comeback?

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

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Strategies for Problematic Stock Ownership Timeline Requirements

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

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Driven Incentive Changes Tracking Tool

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

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$174 Million Quasi-Clawback

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

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Other Issues Addressed by ISS’ Preliminary FAQs

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

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Business Roundtable Calls For Closing Pay Gaps

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

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Linking Executive Pay to Diversity: Starbucks Joins the Party

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

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CalPERS’ Pay-for-Performance Test Gets More Difficult

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

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ISS Preliminary FAQs on COVID-Related Incentive Plan Changes

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

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New ISS FAQs: COVID-Related Pay Decisions

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

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Outside Advisors Critical for Comp Committees

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

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Share-Based Compensation Report: Usage Trends

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

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Samples: Improving Your CD&A

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

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Industry-Based Compensation Survey: Interactive Tool

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

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

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

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Another Perks Enforcement Action!

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

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Moving Forward: Linking D&I to Incentive Programs

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

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COVID-19 Impact on Incentive Design

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

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

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

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SEC Issues COVID-19-Related Perquisites C&DI

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

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Results of ISS’s Annual Policy Survey

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

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Pay Equity: California Bill Would Require Pay Data Reporting

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

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Study: COVID-19 CEO & Director Pay Actions

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

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Scorecard to Support Rationale of Discretionary Awards

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

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Director Compensation: Board Pay Flat, Leadership Pay Up

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

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CEO Pay: Annual Bonuses Down, Even Before Pandemic

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

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

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

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D&I Metrics in Incentive Programs: Usually Discretionary

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

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Seagate Technology’s Overseas Assignment Disclosure

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

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Private Companies: LTIP Design Considerations

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

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

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

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Human Capital Disclosure Becomes the Law — Part 2

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

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Human Capital Disclosure Becomes the Law

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

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Pay Adjustments When COVID’s a Boon for Business

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

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COVID-19 Means Your CD&A Should Address ESG

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

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Performance Share Adjustments: Plan & Accounting Considerations

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

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Darden Restaurants’ CEO Pay Ratio Disclosure

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

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Update on the Purpose of a Corporation

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

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Investor Interest in Tying ESG to Executive Compensation

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

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Company Responses to Low Say-on-Pay Vote Results

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

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SEC Settlement Includes Repayment of Incentive Comp

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

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Framework for Executive Pay Adjustments

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

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Human Capital: Tipping Point for Board Involvement

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

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

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

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

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

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Supporting Stakeholder-Centricity Through Compensation

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

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NetApp’s “Three Questions” Solution

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

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ISS Policy Survey: Questions on Executive Compensation

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

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RSUs: New IRS Memo Creates Payment Date & Tax Opportunities

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

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

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

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

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

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

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

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SEC Approves Final Rules to Reign in Proxy Voting Advice Businesses

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

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Factors Impacting 2020 Say-on-Pay Vote Outcomes

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

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

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

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

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

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

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

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Fall Shareholder Engagement: Prep Questions

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

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Trends in Mid-Cap Non-Employee Director Compensation

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

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Defer Annual Bonuses to 2021?

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

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Implementing Cost-Saving Measures: Non-Compete Considerations

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

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

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

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Equity Grants: Administrative Checklist

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

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

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

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Tesla & ISS’s Excessive Director Pay Policy

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

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Modifying Outstanding Equity: Is Repricing Back on the Table?

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

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

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

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Pay Ratio: COVID-19 Complications

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

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

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

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More on “Scrutiny of Executive Pay Continues”

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

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Stock Ownership Guidelines in Times of Market Volatility

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

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CEO Pay Study Shows Smaller Increase from Prior Years

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

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Reducing Employee & Director Pay? Contractual Obligation Considerations

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

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Modifying Performance Goals & Plan Limitation Considerations

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

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Mandated ESG Disclosure Coming Soon to Your Proxy Statement?

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

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Discretionary Pay Adjustments — Early Planning is Key

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

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Fluidigm’s Post-Employment Compensation Disclosure

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

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

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

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Compensation Peer Group Evaluation During Crisis

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

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Vanguard’s View about Executive Pay During COVID-19

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

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Stock Ownership Requirements: Temporary Waivers?

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

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