executive compensation Articles

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.

CEO Pay Ratio Rule in the Crosshairs of Congress, SEC; Relief Could be Slow

The future of the Dodd-Frank CEO pay ratio rule grows less certain by the day. The SEC recently opened a 45-day comment period for issuers to report on difficulties encountered while trying to comply with the rule. The agency said it was considering delaying or amending the disclosure, and meanwhile, Congress is working toward a full repeal. But the clock is ticking until the rule goes into effect on January 1, 2018.

Four Steps to Tackling the CEO Pay Ratio Rule

In preparation for CEO pay ratio disclosures to begin in 2018, we outline four major steps companies can take to ensure disclosure and communication processes address every stakeholder perspective.

In Calculating Your CEO Pay Ratio, Relativity to Peers is the New Math

In preparing for the CEO pay ratio rule, comparing how your pay ratio compares to a set of industry peers is the analysis most shareholders will likely make. Using our extensive survey data, we show how ratios differ within the technology and life sciences sectors by industry as well as revenue size and workforce location.
 

ISS and Glass Lewis Issue Final 2017 Policy Updates

ISS and Glass Lewis have both released their final 2017 policy updates. Key changes include amendments to director pay and governance policies in the US, and pay-for-performance and director grant policies in Europe and Canada. Read our full analysis in our new client alert.

ISS Adds Metrics to Qualitative Say-on-Pay Screening, But Not All Industries Will Benefit

ISS has added six new financial metrics to its qualitative pay-for-performance assessment. While many of our technology and life sciences clients will welcome a more diverse view on measuring performance relative to pay, pre-commercial biopharma companies won’t find these new metrics a relevant measurement of company success. In this client alert, we discuss actions companies can take now to prepare for changes in the upcoming proxy season.

ISS Releases Proposed Policy Updates; Excludes Changes to US Executive Pay Issues

ISS just released its proposed 2017 policy updates, and while it appears that ISS has punted on a number of executive compensation issues in the United States, the firm is proposing a number of compensation changes in Europe and Canada. Read our summary of the policy updates and submit your comments to ISS by November 10.

Results from ISS' Annual Policy Survey Show Support for Alternative Performance Metrics

ISS' 2016 Global Policy Survey asked questions on a range of issues, from executive and director pay to dual-class share structures for IPOs. In our new client alert, we examine all of the potential policy changes that could have the biggest impact on our clients in 2017 and beyond.

2016 Say-on-Pay Review: Technology Companies Receive Steady Support From Shareholders Despite Lower Performance

As executive compensation planning season kicks off, and another proxy season looms, our consulting team decided to take a look back at this year’s Say-on-Pay results for technology companies, including insights on key lessons learned from companies facing high levels of shareholder opposition.

2016 Say-on-Pay Review: Life Sciences Companies Receive Increased Shareholder Support Even as Volatility Climbs

The life sciences sector continues to face high levels of market volatility, which could impact next year’s Say-on-Pay results. With this in mind, our consulting team decided to take a look back at this year’s Say-on-Pay results for life sciences firms, including insights on key lessons learned by companies facing high levels of shareholder opposition.

To Fuel Growth, Companies Make a Case for Using Inducement Grants More Often

At the high-growth companies we work with, the use of new-hire "inducement grants" is on the rise. Our latest white paper, co-authored with Cooley LLP, presents new research on how technology and life sciences companies can best leverage inducement grants to compete for increasingly scarce talent, and the effect this has on equity burn rates.

CEOs Sign Voluntary Governance Principles, but Emphasize Flexibility in Executive Pay

A set of high-level compensation and governance principles were released last month by a select group of business leaders representing a handful of America’s largest companies and mutual funds. The principles highlight the importance of individualized and well-articulated compensation plans but also take a position on a number of issues.

SEC Approves Nasdaq Rule Requiring Disclosure of "Golden Leash" Arrangements

The SEC recently approved a new Nasdaq rule, requiring disclosure of "Golden Leash" director compensation arrangements, which took effect August 1, 2016. Nasdaq's new rule requires disclosure of special payments to third party nominees to boards. It focuses largely on activist hedge fund nominees, and explicitly exempts most venture capital directors.

How to Maintain a Relevant Peer Group in Fast-Moving Industries and Unstable Markets

Reviewing compensation peer groups is usually treated as a routine exercise. However, when your company or industry experiences significant changes or the stock market is highly volatile, a more rigorous review is prudent. Read our five tips for staying on top of your peer group game.

How to Calculate Pay vs. Performance under the SEC's Proposed New Rules

It's been a year since the SEC proposed pay-vs-performance disclosure rules. While the rules haven't been finalized, it's not too early to think about model disclosure. Laying the groundwork will make implementation easier and can enhance the narrative around what the new figures mean. In our article, we explain what the proposed rules would require and pathways toward compliance.

Will Today's Volatile Markets Bring Option Exchanges Back? What You Need to Know

Depending on what the markets do next, underwater stock option exchanges could be poised for a big comeback. Exchange programs are already quietly on the rise, but the governance landscape isn't as forgiving as it was in 2008 and 2009. Before taking action, it's important to take stock of where your company stands in a number of critical areas.

Are Nordic Biotech Companies Under-Utilizing Equity in the Search for Top Executive Talent?

Biotechnology firms in the Nordic region of Europe grant significantly less equity to their employees and executives than peer companies in the rest of Europe and the United States. As Nordic-based firms seek to recruit more global talent, it's time to ask if their equity practices are competitive on the world stage.

Director Pay Settlement Results in an Unprecedented "Director Say-on-Pay" Vote

Facebook recently settled a lawsuit on its director pay practices, and the terms of the settlement include an unprecedented agreement to hold regular director say-on-pay votes. Now we're all left to wonder if this will kick-off a new governance trend.

Right-Sizing Stock Option Grants at High-Growth, High-Volatility Biotech Firms

Compensation professionals at high-growth, high-volatility biotech companies face difficult decisions when it comes to determining the size of employee stock option grants. For them, traditional share-based and value-based approaches don't always stand up to scrutiny. In this article we explore an alternative model based on annual ownership opportunity.

Glass Lewis Opens Data Verification Program to Issuers on First-Come, First-Serve Basis

Glass Lewis has opened corporate enrollment for its free data verification program, which allows issuers to verify the data that the proxy firm uses to make its proxy voting recommendations. Participation is limited so early enrollment is encouraged.

How Boards Can Guard Against Lawsuits Alleging Excessive Stock Awards

Shareholder lawsuits alleging that boards have awarded themselves too much equity got a boost this year from the Delaware court, which now says the business judgment rule may not apply. However, there are a number of steps directors can take to help protect themselves against a lawsuit.

Navigating ISS' 2016 Compensation and Governance Policy Changes

ISS' updated 2016 policies have arrived. The proxy advisory firm made modifications to its equity plan scorecard system, limited the number of outside boards it recommends directors and CEOs can serve on, and implemented new governance recommendations for recently public companies.

 

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