executive compensation Articles

ISS Clarifies 2019 Compensation Policy Updates

Similar to prior years, ISS has provided clarification regarding several of its compensation-related policies through a supplemental FAQ document. The FAQs address several important compensation policies, which we summarize in this alert.

What We Learned from CEO Pay Ratio Exemptions

The CEO pay ratio rule allows three types of employee exemptions from calculating the pay of the median employee. With the first year of disclosures mostly behind us, we take a close look at how these exemptions were used and whether they proved beneficial for companies.

ISS, Glass Lewis Issue 2019 Policy Updates with Focus on Pay-for-Performance and Diversity

ISS' newly released draft policy updates for 2019 would swap GAAP metrics for EVA and adopt a voting standard around board diversity. Glass Lewis’ final policies are extensive in both compensation and corporate governance topics. We explain what the updates entail. 

How Long-Term Performance Plan Metrics Are Evolving in the Technology Sector

The elimination of 162(m) in the tax bill provides an opening for a new era in long-term incentive metrics. We analyze the direction incentive metrics are headed and what companies in different technology industries should think about with an eye toward the future.

What to Consider When Calculating Your CEO Pay Ratio in Year 2

Deciding whether to re-identify your median employee is a key question going into the second year of CEO pay ratio disclosures. We explain when the SEC requires companies to re-identify the median employee and the circumstances under which it’s not required but a good idea.

IRS Releases Guidance Concerning Changes to Section 162(m) of the Internal Revenue Code

New guidance from the IRS on the tax bill’s treatment of 162(m) delves into the identification of covered employees, operation of the grandfather rule and modification of a written contract. Our new alert goes into detail on the application of these changes.
 

ISS Policy Survey Hints at Changes to Pay-For-Performance, Director Pay and More

From gender diversity on boards to quantitative pay-for-performance screens and “excessive” director pay, ISS is considering 10 potential policy changes for 2019. We explain what each policy up for consideration entails and how likely it is to be changed.  
 

Is It Time for Your Compensation Philosophy to Evolve? We Think So.

As issues like gender pay equity and pay transparency grow in prominence, a number of companies are beginning to rethink how they describe their approach to setting pay. In our view, these new forces will eventually compel companies to rethink and rewrite their compensation philosophies. 

Lessons from the 2018 Proxy Season for Say-on-Pay and Equity Plan Votes

The 2018 proxy season saw a drop in proxy advisor and shareholder support for Say-on-Pay and an increase in non-proxy advisor compliant equity share plans. We explain the factors behind proxy season trends and what those involved in executive compensation can do to prepare in the off season.

SEC Enforcement Action on Perks Disclosure Reminds Issuers to Be Mindful of the Standard

The SEC’s recent enforcement action against a large, US-based company for failure to properly disclosed executive perquisites is a good reminder to all issuers of the circumstances under which detailed disclosure is required.
 

SEC Expands Scope of Companies that Qualify for Reduced Compensation Disclosure

The SEC recently amended its definition of smaller reporting companies (SRCs), which could pave the way for nearly a thousand additional companies to take advantage of reduced compensation disclosure requirements. However, it may not be wise for every qualified company to scale back their disclosures, particularly if they have active investors who have expressed concerns via Say-on-Pay votes in the past.

Executive Compensation Summer Checklist: Take Steps Now to Prepare for Your Year-End

Are you looking for some ways to reduce the stress of your next executive compensation planning cycle? Follow our summertime executive compensation checklist to discover three important tasks you can take care of now to make your Q3 and Q4 far less hectic.

CEO Pay Ratios Are In. Here’s What We’ve Learned So Far.

The first year of CEO pay ratio disclosures are in for most public companies. Our latest article includes several key findings for the technology and life sciences sectors that will be helpful as companies think about how this new data could be used by stakeholders in the future.
 

In The Race for Top Talent, Equity Vesting Schedules May be the Next Battleground

In today's highly competitive market for talent, shorter equity vesting schedules can be a strategic advantage. However, making a change should not be taken lightly. Our new article explores the pros and cons of longer vs. shorter vesting periods.

The Newly Revised US Tax Code Will Influence Executive and Employee Pay, but How Much?

In addition to changes in corporate and personal income tax levels, the revised US tax code is likely to influence the design of incentive compensation for executives and employees in the years ahead. Our client alert focuses on the provisions of the bill most likely to influence plan design and provides recommendations on actions companies should consider taking now.

New Delaware Supreme Court Decision Could Recalibrate How Directors Approach Their Pay

A new court ruling could make it harder for companies to dismiss lawsuits alleging excessive director pay. In our client alert, we explain the case and provide guidance for avoiding potential litigation down the road.

House Pursues Regulation of Proxy Advisory Firms (Again)

A new bill aimed at regulating proxy advisory firms like ISS and Glass Lewis recently passed the US House of Representatives’ Financial Services Committee with bipartisan support, and is expected to pass the full House shortly before the New Year. While the fate of the bill in the US Senate is less certain, the bill resurrects a long running discussion on whether proxy advisory firms should be subject to more regulation. Our client alert highlights key takeaways from the bill.

Silicon Alley vs. Silicon Valley: Comparing and Contrasting Compensation Practices

The technology market in and around New York City is maturing rapidly, but even as pay levels align more closely with Silicon Valley, compensation plan design remains distinct in important ways. We explored some of the biggest differences at our recent east coast technology sector meeting.

Glass Lewis Announces its 2018 Policies on CEO Pay Ratios, Say-on-Pay Votes and More

Glass Lewis & Co. recently released its 2018 policy updates, which include clarification on its approach to CEO pay ratio disclosures and a material change to the threshold at which additional scrutiny will be placed on Say-on-Pay results.

New FAQs from ISS Clarify Upcoming Compensation Policy Changes for 2018

New FAQs from ISS shed light on how the proxy advisory firm plans to implement changes to its CEO pay-for-performance analyses and apply its new Equity Plan Scorecard methodology for the 2018 proxy season.

ISS Policy Changes for 2018 Put More Scrutiny on CEO Pay-for-Performance and Director Pay

New ISS policy updates for 2018 add another layer of review to CEO pay-for-performance analyses, put more scrutiny on director pay and address disclosures related to gender pay equity, among many other changes. Read our alert for full details on upcoming policy changes.

Proposed Tax Bill Retains Some Provisions that Impact Exec Pay; Here’s What You Should Know

The tax overhaul bill being debated in the US Congress would make changes to the tax deductibility of performance-based compensation for named executive officers, including the CFO. Follow our client alert to stay informed on how the bill affects executive compensation as the legislation moves through Congress.

The Story of How We Helped One Client Put Their CEO Pay Ratio into the Right Context

A recent engagement with one of our medical devices clients highlights the importance of putting your CEO pay ratio into the right context against the right set of peers. Read our latest case study to learn more about how your company can tell its CEO pay ratio story in 2018.

In the UK and US, Performance Share Plans Appear Due for a Makeover

A handful of companies in the UK have traded in their performance share plans in favor of restricted stock with lower maximum payout levels and longer vesting and holding periods. In some cases, these moves even include executives. Now, the question we must ask is will this movement gather enough steam in the UK to jump across the Atlantic to the US?

New SEC Guidance Will Make Calculating Your CEO Pay Ratio Easier, But Don’t Relax Yet

After months and months of waiting, the SEC finally published updated guidance on complying with its CEO pay ratio rules. Specifically, the staff provided clarification on reasonable flexibility with respect to statistical sampling, identifying contractors and making reasonable estimates in calculating elements of the median employee’s compensation. Our latest client alert covers all the details you need to know.

ISS Survey Hints at Potential Changes to Options in Board Pay, Gender Pay Proposals and More

ISS’ new Global Policy Survey suggests many issues important to our clients are front and center for ISS. These include one share/one vote, use of options as a meaningful component of director compensation, how CEO pay ratios should be used by investors, gender diversity on boards and gender pay gaps among employees. We summarize the biggest issues for US companies.

The CEO Pay Ratio Deadline is Looming; Here’s How Companies Should Prepare

As we move past the midpoint of 2017, work is already underway at a number of our clients to begin preparing for the calculation and disclosure of CEO pay ratios next spring. Although many experts anticipated the CEO pay ratio rule would be delayed or repealed, this now looks increasingly unlikely. Here are key steps we recommend taking to ensure you stay on track for 2018 disclosures.

Is Your Company About to Graduate from the JOBS Act? Here’s Your Planning Checklist

The JOBS Act recently turned five, the maximum amount of time companies can take advantage of JOBS Act protections. This means a large number of firms are about to face greater proxy advisor scrutiny, Say-on-Pay votes and the full gamut of executive compensation disclosures for the first time. Our new client alert outlines all of the major planning items you’ll need to consider as you exit the JOBS Act.

Developing Effective Peer Groups at European Life Sciences Companies

For European life sciences companies, developing effective comparator groups requires a balancing act between not looking too narrowly or broadly for peers. This challenge is particularly acute for European-headquartered firms trading on a US exchange. Our article outlines three critical issues to consider when faced with this task.

Designing Innovative Long-Term Incentives for Executives at Newly Public Companies

In this job market, executives who’ve led companies through a successful IPO are a hot commodity. Read our latest article for advice on delivering post-IPO equity awards that keep top executives engaged while delivering pay-for-performance accountability to shareholders.

 

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