Articles

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A recent Willis Towers Watson memo looks at how S&P 100 stock ownership and retention guidelines have changed since 2015. The firm’s summary notes that these ...

On our page about “Director Compensation Practices,” we regularly share trend reports on the amount and form of director pay. I blogged a couple of months ago that ...

Three B-school profs recently did a study about what actual CEO take-home pay can tell investors, compensation committees and others that use executive pay info for ...

Incredibly, we are heading into the 12th year of Say-on-Pay. With Rule 14a-21(b) requiring a “say-on-frequency” vote no less than once every six years, that means ...

Late last week, Glass Lewis issued its 2023 policy guidelines for the US and certain other markets — which apply for annual meetings held after January 1st. The ...

ISS has announced that for companies with annual meetings between February 1st and September 15th of next year, its peer group review and submission window will open ...

At our 19th Annual Executive Compensation Conference last month, we covered key action items for the SEC’s new pay versus performance disclosure rules — including ...

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

While special retention awards continue to be frowned upon by proxy advisors and investors, they do tend to serve their stated purpose of retaining executives during ...

Recently, a management professor at the London School of Economics asked 1,000 executives whether they care about income inequality and the societal problems it creates. ...

As you continue to work through the technicalities of your upcoming pay versus performance table, a recent FW Cook blog gives a heads up on valuing equity awards that ...

Effective today, under Local Law 32, New York City joins Colorado, California and other states in requiring companies to disclose a range for base salary or hourly pay ...

Yesterday, by a 3-2 vote, the SEC adopted rules that will (eventually) require exchange-listed companies to maintain “clawback policies” for the “recovery of ...

I’ve blogged a couple of times about the resurgence this year of shareholder proposals that suggest a cap on executive severance amounts (we also discussed this at our ...

Similar to the current situation in which we find ourselves, there was some head-scratching when the SEC originally proposed pay versus performance rules in 2015. For a ...

It’s hard to believe that the ISS Equity Plan Scorecard has been around for only eight years. Given the prominent role it plays in submitting equity plans for ...

A recent memo from Compensation Advisory Partners looks at 2022 CFO pay relative to CEOs, based on 130 companies with median revenue of $14 billion. Like CEOs, it’s ...

One of the sessions that I am most excited for at tomorrow’s 19th Annual Executive Compensation Conference is the panel on key compliance steps for the SEC’s new pay ...

Last week, the Economic Policy Institute published an annual report on CEO pay — which shows that when it comes to total compensation, public company CEOs are leaving ...

As You Sow, a well-known shareholder proponent that added a focus on executive compensation eight years ago with its annual report on the “100 Most Overpaid CEOs,” ...

With the stock market’s nose dive this year, many options that were granted in 2021 are now underwater. A five-page memo from Holland & Knight provides four ...

With more large companies failing or coming in below 70% support on their Say-on-Pay vote this year, compensation committee members who are facing reelection will need ...

One of the most significant aspects of the SEC’s new pay versus performance disclosure rules — in terms of the effort that will be required — is that companies ...

A recent 18-page memo from Alliance Advisors recaps major shareholder proposal trends and voting outcomes from annual meetings through August 5th. Beginning on page 11, ...

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

As I’ve reiterated time and time again, the Reg Flex Agenda that the SEC publishes reflects the priorities of the Chair and isn’t a commitment to a particular ...

The notion of capping executive pay, which is at least a decade old and reemerges every few years, seems to be reentering the dialogue once again. One aspect of this ...

Way back in 2019, we blogged that a shareholder went to court to challenge the $56 billion compensation award that was awarded to Elon Musk in 2018. The Delaware Court ...

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

Compensation is a key part of CEO succession planning, which — as one of the board’s most important responsibilities — should receive ongoing attention even when ...

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

In a rare court challenge to CEO pay, last week the founders and largest shareholders of a publicly traded hedge fund brought a books and records claim in the Delaware ...

The SEC’s Enforcement Division is committed to seeking clawbacks under Section 304 of the Sarbanes-Oxley Act — and they want you to know. Late last week, the ...

Sullivan & Cromwell just published an analysis of Say-on-Pay and equity plan voting for annual meetings held through June 30th (the date by which ~90% of U.S. public ...

Back in 2019, director compensation was in the spotlight due to litigation over pay to Goldman Sachs’ board members. That case ultimately settled — and one of the ...

In its recent “Proxy Season Briefing,” Glass Lewis shares these takeaways from meetings through June 30th (see my Proxy Season Blog on TheCorporateCounsel.net for ...

Under newly effective amendments to Sections 152, 153 and 157 of the Delaware General Corporation Law, companies now have greater flexibility in equity grant procedures. ...

After giving commenters two new bites at the apple — and releasing a Division of Economics and Risk Analysis memo to analyze costs and benefits — the SEC is aiming ...

In a recent Wall Street Journal article, Rick Wartzman and Kelly Tang, of the Drucker Institute, analyzed whether high pay ratios drag down the health of businesses, as ...

I blogged last week about a rulemaking petition that the Working Group on Human Capital Accounting Disclosures submitted to the SEC — which, among other things, urged ...

Emily blogged last week about the resurgence this proxy season of shareholder proposals relating to severance arrangements. I’m pleased to follow up with more detail ...

Way back in 2017, before many folks had even heard the term “human capital,” the investor-led Human Capital Management Coalition submitted a rulemaking petition to ...

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

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

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

Pay decisions are complicated and rest on many factors. Sometimes, boards need to depart from “best practices” to compete for talent or reward work on key ...

As reported by ESG Today, Hewlett Packard Enterprises is joining a growing group of companies in linking executive pay to climate initiatives. HPE’s sustainability ...

Liz previously blogged about how the concern about using ESG incentives to improperly reward executives may not be supported by current data. Another concern investors ...

Over on the Proxy Season Blog, Liz previously talked about all the nuggets from Georgeson’s annual proxy season review. Here are some compensation-related ...

As we all know, Item 402(j) of Regulation S-K gives companies broad latitude in how they present the quantification of the estimated payments and benefits that their ...

By now, the characterization of annual bonuses as “non-equity incentive plan compensation” for disclosure purposes has become so ingrained in me that I rarely look ...

Broc blogged in 2018 about predictions that Elon Musk’s $56 billion incentive compensation package would revolutionize CEO pay at other companies. The pay consisted of ...

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

ISS announced last week that its peer group submission window will be open from 9 a.m. EST on Tuesday, July 5th until 8 p.m. EST on Friday, July 15th for companies that ...

It has been a difficult hiring market for employers over the past several months, and this is equally true for executive talent. Meridian notes that traditional ...

I previously blogged about how it may generally be easier to implement diversity, equity and inclusion metrics compared to climate metrics. A recent Semler Brossy ...

Last year, I blogged about Pearl Meyer’s quick poll on how workforce base salaries might climb higher in light of record inflation and high turnover rates. In May, ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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. ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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. ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...