north america Articles

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.

Voluntary Sales Talent Turnover Finally Slowing Down

Voluntary salesforce turnover is finally showing signs of slowing across the US technology and life sciences sectors after more than five years of growth. In this article, we summarize the three forces driving the slowdown and explore what sales leaders should be aware of as they continue to try to retain high performers.

A Hot Talent Market and High Levels of Equity Participation Put Pressure on Share Pools

Technology companies are dealing with attracting employees in a red-hot job market while managing shareholder expectations to keep dilution rates under control. What’s more, mature public companies are often at a competitive disadvantage to newly public companies that have evergreen provisions. Our paper offers ways companies can conserve shares but remain competitive.

These Five Perks Are Key to Driving Company Culture

Our latest survey of perquisite practices at technology and life sciences companies went a step further than most. We didn’t just ask about prevalence and cost— we also asked which perks help drive and sustain corporate cultures.

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 Although many experts anticipated the CEO pay ratio rule would be delayed or repealed, this now looks increasingly unlikely.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.

Larger Biopharmas Face Greater Constraints on Equity; Here’s How to Stay Competitive

In the life sciences sector, smaller, pre-commercial biopharma companies have an inherent advantage— the flexibility to grant higher levels of equity without as much concern about managing dilution rates. We identify four ways larger life sciences companies can design a competitive equity program that is still affordable.

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.

What’s In and What’s Out: The Latest Perks Offered by Technology Companies

In the May 2017 issue of WorldatWork’s Workspan magazine, Radford’s Tim Brown discusses emerging and established perquisite practices at technology and life sciences companies using new data from our recent US perquisites survey.

What Keeps Talent Leaders Up at Night? It Isn't Job-Killing Robots. It's the Death of Culture.

We recently connected with technology talent leaders to discuss the future of work, maintaining culture in the face of hyper-growth, and accelerating innovation through people in the face of unrelenting technological change. Everyone agreed these challenges are significant, but ones worth embracing vs. avoiding. To learn more about how these leaders plan to tackle the future, read on.

US Companies Extend More Benefits to Their Part-Time Employees

The use of contingent and part-time workers is rapidly on the rise, forcing technology and life sciences companies to rethink their approach to total rewards for these types of employees. To explore this trend, we compared data from the Radford US Benefits Survey in 2009 and 2016 to highlight where benefits offerings for part-time employees are becoming more prevalent.

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.

Following Snap’s IPO, We Met with 40 Private Technology Companies to Discuss the Competition for Talent in Today’s Hot Market

On the heels of Snap’s impressive IPO, Radford hosted its annual meeting for private technology companies. We discussed the state of the IPO market, today’s hyper-competitive hiring environment and strategies for scaling fast. Read our recap article to learn what’s top-of-mind for HR leaders at some of Silicon Valley’s hottest startups.

Tech Startups Embrace Bonus Plans but Design Features Change with Revenue Growth

As pre-IPO companies generate more revenue, they are more likely to make changes to their short-term incentive plan targets, eligibility levels and performance measures. Using our database of private technology companies in the Radford Global Technology Survey, we explore the latest plan design trends as well as questions companies should ask themselves when considering whether to implement or change their bonus plan.

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.
 

Austin, Denver Take Lead in New-Hire Salary Growth for Product Development Engineers

Silicon Valley isn't the only place where the market for technical talent is red hot. In fact, base salaries for new hires are rising faster in a number of other technology hubs across the US. Our latest article examines multi-year trends in key markets and explores what these trends mean for talent-hungry technology companies.

How to Get C-suite Buy-in on Your New Sales Plan

In the November 2016 issue of WorldatWork's Sales Compensation Focus newsletter, Radford's Scott Barton discusses how to effectively communicate with and achieve support from the C-suite when making changes to your sales compensation plan.
 

How Will the Changes to ASC 718 Impact the Way Your Company Expenses Its Equity Awards?

On March 30, 2016, FASB released the final version of the updates to Accounting Standards Codification Topic 718: Compensation-Stock Compensation (“ASC 718”). The update includes an option on how a company may account for forfeitures in its expense amortization.

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.

New Overtime Rules are Almost Here; Understand Your Options

Companies can adopt a number of approaches to comply with new federal overtime rules in the United States, which go into effect at the end of 2016. Our new article discusses your options, weighing the pros and cons of each, and provides a roadmap for executing an effective employee communications plan discussing the changes you make.

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.

Turnover Rates for Sales Employees Reach a Five-Year High

Voluntary turnover for sales employees at technology and life sciences companies is, once again, at a five-year high. With US companies reporting aggressive hiring plans, sales managers and HR professionals need to assess whether their current compensation plans can remain effective in an ever more competitive market for talent.

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.

Reliable Market Data is Critical in Wake of Massachusetts "Fair Pay" Law and Others Like It

Massachusetts recently became the first state to ban employers from asking job candidates for their salary history, including benefits and other compensation, which increases the importance of accurate market data as well as the benefits of a formal pay program.

Illiquidity Discounts for Mandatory Holding Periods: Fact vs. Fiction

Recent statements by an SEC official triggered erroneous media accounts that companies might be overstating illiquidity discounts for equity awards with mandatory holding periods. We sought clarification from the SEC and separate fact from fiction in our latest client alert.

House Financial Services Committee Revives Bill that Would Regulate ISS, Glass Lewis

The House Financial Services Committee passed two separate bills this month that would have a direct impact on executive compensation voting policies and disclosure regimes. While there is a good chance neither bill will make it out of the full House during this election term, the bills shed insight on the political focus of the Committee.

Sales Compensation is Rising, but Performance is Tracking Lower. What's Going On?

Since 2010, the compensation cost of sales as a percent of revenue has increased significantly at software companies, but fewer sales people are hitting their quotas. It's not a good look, and companies continue to increase quotas to justify rising expenses. We explain how to bring cost and performance back in balance.

Why a Mid-Year Sales Plan Assessment Will Ultimately Save Time

In the May 2016 issue of WorldatWork's Sales Compensation Focus newsletter, Radford's Scott Barton discusses how utilize a mid-year review to spot pain points in your sales compensation plan before real turbulence emerges.

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.

The Unexpected Tax Benefits of Post-Vest Holding Requirements in Canada

Share awards subject to post-vest holding requirements are an emerging trend in the US, and we think it won't be long before the practice takes root in Canada. In Canada, companies aren't the only ones who stand to save money from post-vest holding requirements— employees are also eligible to receive additional tax benefits. Our article explains how these tax benefits are applied under multiple scenarios.

What Companies Should Know About New Employee Overtime Rules in the United States

New federal rules will greatly expand the percentage of US employees eligible for overtime pay. While technology and life sciences companies tend to have fewer employees who qualify as non-exempt relative to other sectors, the rules create unique challenges for every organization. Our latest client alert explains the rules and the types of questions HR managers should be asking.

Senior Technical Jobs that Offer an Alternative to Management Tracks are Evolving

Technology firms frequently create special executive-level positions, called Fellows or Senior Fellows, for key technologists who don't want to manage people. However, a number of companies are re-imaging these roles, and our data now shows that roughly half of Fellows and Senior Fellows actually manage employees.

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.

Defining What's 'Good' in a Sales Comp Plan

In the March 2016 issue of WorldatWork's Sales Compensation Focus newsletter, Radford's Scott Barton discusses how to define success for your sales team and put in place the right mechanisms for testing your sales compensation plan around those performance benchmarks.

Is it Time to Ditch Your Salary Structure for Market Pricing? We Debate the Pros and Cons.

At the moment, most technology companies favor formal salary structures for administering base pay. However, in the hyper-competitive technology space, some of our clients forgo structures in favor of market-pricing. This allows them to be far more precise in setting pay, but there are clear pros and cons.

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.

Down Rounds are on the Rise, Forcing Pre-IPO Firms to Explore New Retention Strategies

As more pre-IPO companies face down investment rounds and falling valuations, it's incumbent on HR leaders to explore new retention strategies, including underwater option exchanges, special equity awards, retention bonuses and formal bonus plans. Our new article weighs the pros and cons of each of these measures.

A New S&P Policy Change Requires Vigilance in Measuring Indexed TSR Plan Performance

The prevalence of indexed performance equity plans has skyrocketed in recent years, but a new policy change by Standard & Poor's means that the number of stocks companies benchmark against can exceed the number of companies in the S&P 500. The requires companies to review their indexed plans if they want each company to receive equal weighting.

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.

The Link Between Employee Communication and Equity Plan Performance

Performance-based equity plans, especially those with Relative TSR metrics, can be complex. This makes effective employee communication a key ingredient for success. To test this premise, our Equity Services team has once again surveyed PeerTracker clients to explore the link between plan communication and performance.

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.

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.

The Aon Hewitt Multiple-Point Binomial Model: A More Precise Approach to Option Expensing

Rather than assuming that all employees have homogenous option exercise behaviors, the Aon Hewitt Multiple-Point Binomial Model considers the unique exercise activity of employee groups. This results in greater modeling flexibility and more accurate fair value calculations.

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.

Glass Lewis Clarifies Its Approach to One-Off Equity Awards for Executive Officers

In recent years, off-cycle equity grants for executives have received increased scrutiny from proxy advisory firms. Glass Lewis' latest proxy voting policies finally provide issuers with much-needed guidance on how Glass Lewis intends to evaluate such awards going forward. This could have a big impact on upcoming say-on-pay votes.

Glass Lewis Updates Its US Compensation & Governance Policies for the 2016 Proxy Season

On November 13, 2015, Glass Lewis released its 2016 proxy season policy updates for the US market. In this client alert, we summarize key compensation and governance updates, and provide commentary from experts across Aon Hewitt on potential challenges for issuers.

Mind the Gap: Companies Frequently Exceed Merit Increase Budgets for Top Performers

The difference between companies' merit budget and overall higher salary budget is often cash reserved for exceptional raises for top performers. Yet, this figure is often underreported. This article explores the reasons why.

ISS Seeks Lower Limits on Number of Boards on Which Directors and CEOs Can Serve

If implemented, ISS's new limits will have a big impact on CEOs who sit on more than one outside board, and professional directors who serve on four or five boards.

Seeking a New Share Authorization? Don't Ignore the Shifting Governance Environment.

ISS' new method of evaluating employee equity plans, in additional to evolving institutional investor policies, could make passage of your plan more difficult. We analyze the issues around share authorization plans that matter to various constituents.

New Options for Share-Based Payment Accounting May be Attractive to Some Issuers

New accounting guidelines from FASB allow companies to opt out of estimating forfeitures of employee stock awards, which can be a particularly attractive option for some smaller, private companies.

Data Digest: How China's Economic Situation Is Impacting Its Technology Workforce

China's economic slowdown is negatively impacting some industries, but we find the technology sector has remained resilient. A growing domestic field of companies has ramped up competition with multinationals — affecting workforce growth, employee turnover and salary increases.

Use These HR Disciplines to be an Essential Part of Sales Force Effectiveness

In the September 2015 issue of WorldatWork's Sales Compensation Focus newsletter, Radford's Scott Barton discusses how HR can be more involved in maximizing sales force effectiveness and productivity through three key areas of talent management.

Private Companies Redesign Their Employee Equity Plans as IPOs Near

Our latest study of shifts in compensation plans before and after technology and life sciences go public reveals interesting insights into pay strategies and reflects perceptions of good governance in the public markets.

Decoding the Meaning of Pre- and Post-IPO Equity Overhang Rates

Equity overhang rates at recently public companies are a clue to the overall health of equity compensation programs. Our five-year study provides valuable insight on how overhang levels shift as companies transition from a private to public company.

Getting a Grip on Sales Compensation Pay Mix

In the July 2015 issue of WorldatWork's Sales Compensation Focus newsletter, Radford's Scott Barton discusses what to consider when setting pay mix for job levels and how the ratio of guaranteed to at-risk pay influences quota achievement and total target compensation.

Rising Market Volatility Doesn't Always Mean Your Equity Plan Costs Have to Go Up

The recent drop in the stock market created by global economic uncertainty can drive up volatility assumptions— resulting in a greater cost to companies' equity plans. We explain alternative methodologies to mitigate this risk that can help offset the impact of market volatility and ultimately reduce the cost to companies.

Is Your Global Account Sales Strategy Truly Global?

One of the biggest challenges for large, multi-national companies' sales operations is executing on an effective global account strategy. However, aligning different territories around a common global goal can be challenging, and having the right structure in place is tantamount to executing on your sales strategy.

Measuring the Health of Your Equity Program as Your Private Company Matures

All private companies in the technology and life sciences sectors struggle with how much equity to grant employees. As companies prepare for an IPO, stock plans fall under greater scrutiny. We take a look at how well companies are managing their equity programs based on factors such as the age of the company and level of outside investment.

What the SEC's Final CEO Pay Ratio Rules Mean for Companies

The SEC's final CEO pay ratio rule as adopted earlier this month has some key departures from the proposal, including a delayed implementation period and flexibility on calculating median employee pay.

Data Digest: Tech and Life Sciences Sectors Diverge in LTI Design

The inaugural article in our new Data Digest series explores a distinct but little talked about way that technology and life sciences companies are different in their design of long-term incentive plans. Data Digest explores the latest trends in Radford's extensive data from across the world.

With More Retirement-Ready Employees, Tech Companies Address Gaps in Plans

The wave of tech companies that went public in the 1990s with an emphasis on employee equity are seeing more and more of their employees reach retirement age. Against that backdrop, companies are facing a tough decision about what to do about unvested shares — and the decision isn't an easy one.

2015 Say-on-Pay Review for the Technology Sector

In this report, Radford examines five years of say-on-pay voting results for the technology sector compared to the broad Russell 3000. We also review the influence of proxy advisors, industry performance and top governance concerns.

2015 Say-on-Pay Review for the Life Sciences Sector

In this report, Radford examines five years of say-on-pay voting results for the life sciences sector compared to the broad Russell 3000. We also review the influence of proxy advisors, industry performance and top governance concerns.

Radford Methodologies: How to Value and Apply Equity Compensation Market Data

Designing effective equity programs is one of the most important roles for human resources and compensation professionals. But before companies can design an effective equity program they need to gather market data and have a common methodology for valuing that data.

Is Your Employee Equity Plan IPO-Ready?

In preparation for an upcoming IPO, one of the most important considerations for compensation and HR professionals is evaluation their employee equity incentive plan— which is strikingly different for public vs. private companies. In this article, we outline the top five areas of equity plans for employers to consider as they prepare for a public offering.

Risky Business: What to Expect as Treasury Rates Rise

Historically low interest rates won't last forever. Compensation professionals that understand the effects that the inevitable increase in risk-free rates will have on equity compensation valuations will be ahead of the game.

In a Competitive Market, Biotech Firms Proving Effective in Retaining Employees

Biotech companies have higher salary increases compared to the general life sciences sector and have increased their target cash positioning. This has allowed companies to keep voluntary turnover at bay and attract new talent to fuel their rapid growth. Our article examines the latest data for the red hot biotech industry.

Hot Topics Excerpt: Technology Firms Aim Higher for Engineers than Executives

How fierce is the competition for technical talent? Well, our latest research shows that technology companies now set the bar higher for engineers than executives, targeting pay levels above the market 50th percentile for technical roles more often than for executive officers. Read our latest report to learn more.

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.

As the Race for Top Talent Intensifies, US Tech Firms Ratchet Up New-Hire Equity Awards

As corporate valuations climb, so too does the value of unvested equity awards. This makes it harder to recruit talent and drives demand for larger and larger new-hire equity grants. In our latest article, we unearth a little known pay metric to highlight the dramatic uplift in new-hire equity award sizes over the past five years.

When is it Time to Get Worried about High Sales Force Turnover?

Our recent article on sales force turnover at software companies turned a few heads and prompted a number of interesting questions from readers. With those inquiries in mind, we decided to dig deeper and explore the potential impact of sales rep turnover on revenue goals, as well as turnover rates across key US regions.

Software Sales Professionals are on the Move as the Technology Sector Booms

Voluntary turnover among sales professionals at technology firms is rising, with the highest rates at software companies. A number of factors are contributing to the increase: an improving job market, demand for cloud-based selling experience, and a growing field of innovative products. HR managers shouldn't feel defenseless, though. Find out what you can do to stem the turnover tide.

Accelerating Sales without Breaking the Bank

Most companies have sales commission accelerators in place. However, few are well-equipped to know if their accelerators are optimized to meet business needs. In this article, we explain how a data-driven approach can be used to design accelerator programs in-tune with both market trends and sales team performance.

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.

Like "Check Engine" Light, Use Compensation Cost of Sales to Look for Trouble

In the January 2015 issue of WorldatWork's Sales Compensation Focus newsletter, Radford's Scott Barton discusses how key business metrics can be used to determine if your sales incentive plans are properly designed and functioning at maximum efficiency. Measuring the rate of change in sales costs vs. revenue growth is a simple step that can open up a world of insight.

SEC and FASB Disclosure Requirements for Holding Periods and Illiquidity Discounts

The adoption of mandatory post-vest holding requirements is on the rise, yet disclosures relating to illiquidity discounts associated with this governance practice are often lacking. Companies that fail to appropriately address the methods and assumptions used to quantify discounts could soon face more scrutiny.

Mandatory Post-Vest Holding Requirements: A New Approach for Mitigating Your Company’s Equity Compensation Expense

Companies often adopt mandatory post-vest holding requirements to achieve governance benefits, including the creation of a pathway for executives to meet ownership guidelines. However, holding periods, when designed to meet accounting standards, have significant potential to deliver valuation savings.

The Many Governance Benefits of Mandatory Post-Vest Holding Requirements

Although ownership guidelines and holding periods are increasingly common, few companies understand and take advantage of the full breadth of governance benefits associated with holding requirements. From building an ownership culture to enforcing clawbacks, there's more than meets the eye.

Maximize Your Investment in Equity Compensation and be a Good Corporate Citizen at the Same Time

Mandatory post-vest holding requirements are a rare find; they allow companies to maximize their investment in equity compensation while being a good corporate citizen at the same time. From numerous governance benefits to reduced accounting costs, holding periods are worth the investment.

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.

Linking a Broad-Based Equity Strategy to Higher Returns at US Biopharmaceutical Companies

While companies face intense outside pressure to reduce the costs of administering broad-based equity plans, new research from Radford indicates that high-performing biopharmaceutical companies are actually aggressive users of equity, both in terms of grant values and participation rates.

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?

Disclosure Requirements for Relative TSR Plans: SEC Requirements for Form 10-K and Form 4 Filings

As the popularity of performance-based equity awards with relative TSR metrics surges, regulators, shareholders and proxy advisors are sure to pay closer and closer attention to plan disclosures. This article examines key disclosure requirements.

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.

Avoiding Relative TSR Plan Design Oversights

Performance-based equity awards with relative TSR metrics have a simple mission: to align managing-pay and performance. However, that doesn't mean the plans themselves are simple. This articles explores common design oversights and creative fixes.

Is Your Equity Plan Ready to Go Public?

In the months leading up to an initial public offering (IPO), technology and life sciences companies often undertake a radical reimagining of their equity compensation programs. This process usually includes the adoption of new equity incentive and employee stock purchase plans.

Decoding Pre- and Post-IPO Equity Overhang Rates

How do you measure the health of an equity compensation program? More importantly, how to do you take such measurements while transitioning from private to public? The answer is overhang, but it comes in many flavors and changes dramatically after an initial public offering (IPO).

Sales Compensation Policies for Leaves of Absence

Let's imagine you have a high-performing sales account executive who needs to take an approved leave of absence (LOA); what's the right approach for handling their sales quota and sales credits while they are away? You need a solid policy that's both reasonable and legal.

Setting an Intelligent Sales Pay Mix Strategy

Setting an appropriate pay mix strategy for your sales compensation plan — the ratio of target total cash compensation that is attributed to base salary vs. target incentives — is a common pain point for growing companies aiming to maintain competitive sales compensation structures. This article explores common pitfalls and steps to take to address issues.

EITF Issue 13-D Explained

Seeking to address gray areas in the expensing of performance awards, the Financial Accounting Standard Board's ("FASB") Emerging Issues Task Force ("EITF") issued new guidance on March 13, 2014 covering situations where a performance target can be achieved after an employee provides the requisite service. The new ruling should simplify US GAAP expensing, but remains at odds with commentary from IFRS on the same topic.

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.

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.

New Legislation Eases the Path to an IPO

When President Obama signed the JOBS Act into law on April 5, his signature set in motion one of the most significant overhauls of the US initial public offering (IPO) system in recent history. With strong bipartisan support, this new bill creates a more streamlined approach for on-ramping companies through the IPO pipeline.

Sales Compensation Challenges - April 2012

Voluntary turnover remains high in the sales force and accurate quota setting is key.

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.