As we hit the midpoint of the 2022 proxy season, shareholders and investors continue to shift focus towards untraditional topics compared to the prior year's proxy seasons. At the forefront of these conversations sits ESG (environmental, social, and governance) and human capital management (HCM) matters. Boards are now establishing committees specific to such issues as human rights/diversification, sustainability and environmental...
All Posts By Kevin Kuschel
Effective compensation programs have a strong circular relationship between measurable goals, tangible performance, and actual payouts. This is true whether the goal or goals are short-term or long-term in nature. But what happens when the lines between goals and performance become blurred? Do the compensation programs themselves cease to carry the same power to influence actions? Or even more concerning,...
Impacts of a global pandemic, volatility in the markets, bankruptcies and consolidation through M&A activity has created a new business landscape… one no industry has completed escaped. The one area this impacts meaningfully is peer selection for compensation peer groups. To be sure, choosing a peer group can be a frustrating necessary task, exacerbated further by a shrinking universe...
Introduction Over the last 10 months, we have watched many companies across the US begin to shift from a traditional work landscape to a “work from home” environment. The cause? An on-going global pandemic. What appears to be one of the greatest human capital management endeavors in a generation, recent events have prompted remote work opportunities faster than any other...
BUILDING SUCCESS THROUGH TALENT ACQUISITION AND PRESERVATION The importance of employee attraction and retention on overall business success is an often-debated issue. Although two very divergent schools of thought exist — either employees as assets or employees as expenses — everyone agrees on one thing: Employees are necessary to operate a business and employees want to feel valued. It has...
The corporate structure over the past 30 years has been predicated mainly around the regulations necessitated by actions taken by corporations that have ultimately resulted in negative consequences. A constant balancing act of an open-market economy vs. necessary regulation has seen corporations combat the forces of what they can and cannot do. Now, as we endure yet another macro-economic financial...
/ BANKRUPTCY COMPENSATION The concept of excessive executive compensation is a seemingly frequent topic that garners significant reaction regardless of personal viewpoints. The essence of the topic is intended to elicit a moral response, asking us to question fairness in the context of our own situations. Everyone seeks what is fair (not to be confused with equal) believing that a...
In times of crisis, companies are desperate to reduce expenses As the weeks go by, the effects of COVID-19 have entered nearly all aspects of life and business. The month of February marked the first death from the virus on American soil which soon began the series of events that led the country to shut down as a whole. As...
As many of us settle into what has become a new normal, businesses are feeling the wave of negative effects the Coronavirus (COVID-19) has brought to the American economy and are desperately trying to navigate the challenges brought forth by this crisis. For many it has meant salary cuts, furloughed employees and altered every-day business operations. But how should boards...
According to a recent survey by Willis Towers Watson, in mid-February some 15% of participant companies expected material impacts from COVID-19 to persist over the next six months. As we all know, the situation has continued to evolve around the world, injecting increasing levels of uncertainty in the corporate world, sending financial markets into disarray and adding to our worries...
In a previous article written by NFPCCmp;A in 2018, the growing concern of gender pay gaps and how they impact attraction and retention issues in corporate America was addressed. Through this process, it was discovered that the issue of the pay equity gap really was not as serious as previously thought – at least to the extent as portrayed in...
Every January, NFPCCmp;A purposes to focus on major events that will shape the compensation landscape in the new year. In 2020, the biggest factor that will impact the future of compensation packages and organizational success/profitability, that is a certainty, is the 2020 presidential election this November. As NFPCCmp;A has attended many board meetings over the fourth quarter of 2019 and...
.. Not to be left out of the transformative world we are living in today, corporate governance norms, board compositions, and board compensation are undergoing material change. As many companies are entering the time of year where they review their director pay programs, we thought it timely to touch on this topic, review some trends taking hold and put forth some...
FINANCIAL RESTRUCTURINGS, WHILE NOT AN ENJOYABLE PROCESS, ARE SOMETIMES A NECESSARY STEP TO ENSURE FUTURE FINANCIAL SUCCESS. In order to achieve a successful restructuring, companies need to deploy the right compensation strategies in this volatile environment that will retain and motivate key talent to see the process through. In this article, we review the tools available to companies going through...
Everyone talks about it, but no one seems to know how to perfectly achieve it…pay-for-performance. We see it everywhere, on the sports fields and in the boardroom, everyone wants to correlate pay with performance. This desire has led to the continual search for the newest and best methods to achieve perfect correlation, yet still, none have found it. Likely because...
In this article written for WorldatWork's Workspan publication, we outline the important aspects that should be taken into consideration to ensure an IPO is positioned for success.
Is gender pay equity gap as big of an issue in 2018 as it has been in previous years? We are all told that gender pay equity is measured on the same scale, but in reality the gap virtually disappears when analyzing the same level, company, and function. Most articles cite “The Simple Truth about the Gender Pay Gap” graph...
“I would not give a fig for the simplicity this side of complexity, but I would give my life for the simplicity on the other side of complexity”. Oliver Wendell Holmes, Jr. Executive compensation practice and application is continually developing based on proxy advisory firm influence and institutional shareholder desire. Listing standards related to independence requirements for compensation committee members...
There was an article titled “Decoding CEO Pay” recently published in Harvard Business Review, and in our opinion here at Longnecker & Associates, Messrs. Pozen and Kothari have some valid points, and many that are not so valid. It appears they found a few unique, obscure examples and turned them into this “bad compensation practices” article, and we would like...
“Winter is coming” – a household phrase for those familiar with the Game of Thrones television series and book adaptation. Applied in the context of corporate issuers – CEO Pay Ratio is coming! Are you prepared? Are you familiar with how to run the calculation? Do you know where you plan to include in the proxy in 2018? With ratio-related...
Below is an excerpt from our latest monthly newsletter, the L-Blast. Please subscribe via our website. In a recent National Association of Corporate Directors panel, Longnecker & Associates’ CEO, Brent Longnecker, was asked a series of questions related to current hot button compensation topics. Through his extensive work as both a consultant, executive and director, his insights into these various...
In a recent National Association of Corporate Directors panel, Longnecker & Associates’ CEO, Brent Longnecker was asked a series of questions related to current hot-button compensation topics. Through his extensive work as both a consultant, executive and director, his insights into these various topics are interesting and even edgy at times. While his answers aren’t typical of the “middle of the fairway rhetoric” we...
The market for merger and acquisition ("M&A") activity increased sharply in 2014, largely as a result of the abundance of available cash and zero interest rate policies. According to a recent Proxy Mosaic analysis, the US market announced 9,814 deals amounting to over $1.5 trillion in value. Numbers for 2015 look even higher and 2016 seems to be on a...
The Dodd-Frank Act was passed several years ago, and since then Longnecker & Associates has been helping companies reach out to their shareholders, stakeholders, and advisory groups to educate, discuss and update issues around governance and compensation. We have always contended that outreach works. In fact, due to outreach efforts, one of our clients went from below 50% approval Say On...
It doesn’t always feel like it, but shareholder votes on executive compensation are actually non-binding. Today, it seems that shareholders’ voices are growing more and more influential and their “non-binding” votes are wielding more and more power. And unfortunately, the responses the shareholders receive to their influence are setting precedents and solidifying their power to steer the direction of compensation...
Navigating the treacherous waters of regulatory reform and ensuring compliance with the countless rules and regulations imposed under the current administration places significant constraints on a company’s time and resources. Therefore, keeping up-to-date on current regulations becomes even more imperative. Staying knowledgeable and aware of the details of the regulations, as well as recent changes, is the only way to...
Golden Parachutes Under Fire: Provisions, Triggers, Benefits and Alternatives of a Change-in-Control
Change-in-control (“CIC”) provisions for public company executives have re-emerged on radar screens of shareholder activists and regulators due to recent executive pay legislations, such as December 16, 2009, increased Securities and Exchange Commission (“SEC”) disclosures and Troubled Asset Relief Program (“TARP”) regulations. These have intensified the need for companies to review their CIC agreements to ascertain they are aligned with...