Filter by


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.

How the SEC’s Hedging Disclosure Rule Will Impact Public Companies

The SEC finalized a long-awaited hedging rule from the Dodd-Frank Act in December 2018. The rule requires disclosure of companies’ anti-hedging policies for all employees. We explain how companies need to comply.

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.

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. 

SEC Takes Closer Look at Conflicts of Interest at Proxy Advisory Firms

The SEC has ramped up its scrutiny of proxy advisory firms when, earlier this month, the agency made the unusual decision to rescind the findings from two No Action Letters that were issued by SEC staff in 2004. The letters asserted that investment advisers could rely on proxy advisory firms’ maintenance of policies and procedures to alleviate potential conflicts of interest. We explain the potential implications of the latest action for the corporate governance community.
 

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.

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.  
 

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.
 

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.

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.

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.

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.

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.

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.

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.

 

Displaying results 1-30 (of 63)
 1 2 3