executive compensation Articles

The SEC Proposes Pay-versus-Performance Disclosure Rules. Now What?

The SEC has issued a long-awaited rules proposal on how companies should disclose the alignment between executive pay realized in a given year relative to total shareholder return. We expect the proposed rules to have special implications for our clients in the technology and life sciences sectors.

Boards Face Pressure to Ban Accelerated Vesting, but Market Practices Tell a Different Story

The number of shareholder proposals calling for bans on the acceleration of equity after a change-in-control is on the rise. So, too, is shareholder support for these initiatives. Radford's recent survey of severance practices at technology and life sciences companies shows that equity acceleration is still the norm, but policies in this area are slowly evolving.

ISS Releases Details of Scoring System Under New Equity Plan Scorecard Approach

This year, ISS is adding a number of factors to how it evaluates equity pay plan proposals beyond the cost of plan administration. Technology and life sciences companies, which often rely more heavily on equity for their overall pay mix at all levels of the organization, should be aware of how ISS's new scorecard approach could impact a favorable proxy vote.

Getting Severance Right: An Overview of Current Policies and Practices at US Technology Companies

Radford's 2014 Severance & Change-in-Control Practices Survey provides detailed information on how technology companies treat involuntary termination and change-in-control (CIC) scenarios on an organization-wide basis. At their core, severance programs did not change dramatically since our 2011 survey; however, we still observed several meaningful trends worth noting.

Getting Severance Right: An Overview of Current Policies and Practices at US Life Sciences Companies

Radford's 2014 Severance & Change-in-Control Practices Survey provides detailed information on how technology companies treat involuntary termination and change-in-control (CIC) scenarios on an organization-wide basis. At their core, severance programs did not change dramatically since our 2011 survey; however, we still observed several meaningful trends worth noting.

Relative Total Shareholder Return (TSR) Plan Design Across the Atlantic

Performance-based equity plans with Relative TSR metrics arrived in Europe well before they showed up in the US. As plan design practices begin to mature in the US market, it's time to take a fresh look at what we can learn from the European experience.

Time is Money: Exploring the Costs of Hiring a CFO in Preparation for an Initial Public Offering

For private technology and life sciences companies on the path to an IPO, does it matter when you hire a CFO? When it comes to their pay, the surprising answer is that it all depends on how you look at it. Read our latest article to find out why.

Equity Strategy Across the Atlantic: Comparing and Contrasting Equity Practices at Big Pharma Companies in Europe and the United States

In this article, Radford's team in Europe conducts an in-depth, side-by-side comparison of big pharma equity practices in Europe and the US. The results reveal a few important similarities in equity strategy, and several striking differences, all of which point to new viewpoints on how best to attract and retain talent across the Atlantic with equity.

Restricted Stock Units (RSUs) Are Everywhere, But Are They Right For You?

For more than 10 years, the pendulum of equity compensation strategy has swung firmly in the direction of RSUs and away from stock options. Now it's time to ask a few hard questions: Is this shift in strategy working, and who wins and loses?

Taking Control of Your Company's Executive Compensation Narrative

It might be hard to fathom in a world so often dominated by complex legalese, but taking a proactive, marketing-minded approach to communicating your executive compensation program is increasingly the safest way to travel in a rocky compensation governance landscape.

Long-term Incentives in Biopharma

As the European biotech market continues its revival, more companies are focusing on getting their "compensation house" in order. In this EMEA Market Insights article we examine the factors to consider when evaluating which equity plan is right for your company.

Executive Pay Not Immune to Proposed Tax Reforms

On February 21, 2014, House Ways and Means Committee Chairman Dave Camp introduced a discussion draft/blueprint of legislation (Tax Reform Act of 2014) that would cover a wide range of tax areas. It is very unlikely that all the items in the discussion draft will make their way into legislation, but there are several items in the discussion draft related to executive compensation worth monitoring.

Avoiding a One-Size-Fits-All Equity Strategy

As more and more life sciences companies consider the adoption of full-value share awards and performance-based equity, new Radford research explores how equity strategy shifts by corporate stage of development.

Institutional Shareholder Services (ISS) Announces Changes to Key Global Corporate Governance Policies

Institutional Shareholder Services (ISS) has announced several important changes to its US and European policies governing executive compensation. Among other results, these changes could alter future testing outcomes under the CEO pay-for-performance assessment system currently used by ISS.

ISS Releases Updated Industry Burn Rate Cap Tables for 2014

Institutional Shareholder Services (ISS) recently released an updated set of industry burn rate caps for 2014. The new caps, effective for shareholder meetings on or after February 1, cover both Russell 3000 and non-Russell 3000 companies in all industries.

SEC Publishes Proposed Rules for the Implementation of CEO to Worker Pay Ratio

On September 18, 2013, the SEC Commission voted, by a 3 to 2 margin, to move forward with proposed rules governing the disclosure of CEO to worker pay ratios under the Dodd-Frank Act. The proposed rules now enter a public comment period, and move companies much closer to potential disclosures in this area.

2013 Say-on-Pay Results and Trends for the US Life Sciences Sector

Radford's compensation consulting team examines 2013 Say-on-Pay voting results for US life sciences sector companies, including overall proposal passage rates, the impact of negative recommendations from ISS, and results by sub-industry.

Proxy Season 2013: A Renewed Focus on Disclosure

A continued focus on key governance issues like pay-for-performance alignment and Say-on-Pay results has dramatically altered the environment in which we all operate, and companies will need to adjust accordingly. With proxy season 2013 arriving, Radford examines the current mix of internal and external issues influencing CD&A disclosure practices.

ISS Releases Updated Industry Burn Rate Cap Tables for 2013

Institutional Shareholder Services (ISS) recently released an updated set of industry burn rate caps for 2013. The new caps, effective for shareholder meetings on or after February 1, cover both Russell 3000 and non-Russell 3000 companies in all industries.

Institutional Shareholder Services (ISS) Clarifies Its New Approach for Selecting Pay-for-Performance Peers

Institutional Shareholder Services (ISS) recently announced significant changes to the peer group selection process it uses for CEO pay-for-performance assessments. Typically, an announcement of this nature requires careful and measured consideration. However, in this case, there is an added sense of urgency, as ISS is providing companies with the opportunity to pre-submit their FY 2012 peer group.

Institutional Shareholder Services (ISS) Announces Potential Changes to its Management Say-on-Pay Policies for 2013

Instititutional Shareholder Services (ISS) has announced several potential changes to its US policies governing recommendations for Management Say-on-Pay proposals. The new policies, if implemented, could serve to significantly alter future testing outcomes under the CEO pay-for-performance assessment system introduced by ISS last year.

Nasdaq Releases Proposed Listing Standards to Implement New Independence Requirements Under SEC Rule 10C-1

In response to the SEC's publication of final regulations governing Compensation Committee and compensation adviser independence, the Nasdaq market published proposed listing requirements to address the new SEC rules. With proposed requirements now available, companies can move one step closer to implementing their own independence policies.

NYSE Releases Proposed Listing Standards to Implement New Independence Requirements Under SEC Rule 10C-1

In response to the SEC's publication of final regulations governing Compensation Committee and compensation adviser independence, the NYSE market published proposed listing requirements to address the new SEC rules. With proposed requirements now available, companies can move one step closer to implementing their own independence policies.

Assessing the Impact of New SEC Standards for Compensation Committee and Adviser Independence

At the end of June, the SEC released final rules under Section 952 of the Dodd-Frank Act pertaining to Compensation Committee and compensation adviser independence. These new standards will govern the means by which Boards maintain Committee member independence, manage potential conflicts of interests and assess the impartiality of key advisers.

Selecting the Best Approach for Responding to a Negative Say-on-Pay Recommendation

At the end of June, the SEC released final rules under Section 952 of the Dodd-Frank Act pertaining to Compensation Committee and compensation adviser independence. These new standards will govern the means by which Boards maintain Committee member independence, manage potential conflicts of interests and assess the impartiality of key advisers.

Mobilizing the Right Team to Respond to a Negative Say-on-Pay Recommendation

While there are no shortcuts for avoiding several days of hard work when proxy advisors send bad news your way, responding to their criticism through additional SEC disclosures and direct shareholder engagement can be a focused process if companies mobilize the right forces at the right time in the right manner.

Unlocking ISS' Quantitative Approach for Assessing the Alignment of CEO Pay and Performance

On the heels of making voting policy changes for 2012, Institutional Shareholder Services (ISS) also announced significant updates to its process for assessing the alignment of CEO pay and performance. Having reviewed the changes, Radford Consulting shares its view on how the tests are built and how they can be modeled.

ISS Releases Updated Industry Burn Rate Cap Tables for 2012

Instituional Shareholder Services (ISS) recently released an updated set of industry burn rate caps for 2012. The new caps, effective for shareholder meetings on or after February 1, cover both Russell 3000 and non-Russell 3000 companies in all industries.

 

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