executive compensation Articles

Glass Lewis Will Make Changes to Peer Groups and Pay-for-Performance Methodology

Glass Lewis announced it is replacing Equilar with CGLytics as its provider of pay data used to evaluate peer groups and pay-for-performance alignment. Changes go into effect January 1, 2020.

First Look at Chief Human Resources Officer Compensation Trends in 2019

There is some evidence that the growth of the CHRO role is being reflected in pay, but a lot of the changes are primarily occurring in larger companies.

Take Your Compensation Disclosure to the Next Level by Reporting Realizable Pay

More companies are disclosing realizable pay in their proxies, which can be a strategic advantage for helping investors and proxy advisors better understand your pay programs. In this article, we explain how to effectively tell your compensation story through this supplremental disclosure. 

ISS Survey Hints at Changes to Board Composition and Climate Risk Oversight

ISS took the first step in its annual policy update process when the firm sent its policy survey to clients this month. Companies and investors have until August 9 to submit feedback. Questions touch on board diversity and overboarding, climate risk and pay-for-performance metrics. 

Top Five Trends in Long-Term Incentive Plans at Life Sciences Companies

Developing competitive long-term incentive plans that evolve and scale as your life sciences company grows is a critical element of any compensation strategy, but not an easy task. We highlight five trends in the development of long-term incentive plans we’re observing.

Top Five Trends in Long-Term Incentive Plans at Technology Companies

Developing competitive long-term incentive plans that evolve and scale as your technology company grows is a critical element of any compensation strategy, but not an easy task. We highlight five trends in the development of long-term incentive plans we’re observing.

Compensation Tips for Global Expansion

Companies looking to expand their global footprint must wrap their arms around the complexity and multifaceted nature of compensation and incentive design. All too often, companies replicate their headquartered company policies as they expand, which can lead to a host of problems. In this article, we tackle some of the complexities of global pay practices and policies to assist businesses that are expanding internationally.

Broad Corporate Governance Changes Proposed in Canada

The federal government of Canada introduced Bill C-97, which proposed several important amendments to the Canada Business Corporations Act (CBCA).

Glass Lewis Updates Proxy Reports to Reflect Sustainability Metrics and Corporate Meetings

Glass Lewis made notable updates to its 2019 proxy season reports, including analyzing how new sustainability standards impact issuers and disclosing whether it has met with a company.

Investors See Expanded Role for Boards of Directors in Overseeing Corporate Culture

As part of their annual shareholder engagement, State Street and BlackRock are urging boards to do more in overseeing corporate culture; this vision would greatly expand the traditional role of boards and continue to elevate ESG issues.

ISS Policy Changes May Make It Harder for Some Companies to Obtain Equity Share Approval

ISS has clarified how it will implement changes to its Equity Plan Scorecard and released updated burn rate tables. The changes could make it harder for some companies to win approval for new shares or receive approval for as many shares as in the past.

What Public Companies Should Know About New Standards for ESG Disclosure

A significant number of investment managers have pledged support for new industry-specific environmental, social and governance reporting standards for public companies that were recently published by the Sustainability Accounting Standards Board. At a minimum, a company should be conversant in the SASB standards for its industry and assess to what extent it believes the standards are relevant to the company.

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.

 

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