Latest Insights & Industry Trends

One thing is for certain, the results of the election created a myriad of questions regarding the future of American politics. Less certain, though, is the level of impact the results will have on the futures of various executive compensation and corporate governance policies...

We wanted to share this important invitation from ISS to submit changes to self-selected pay benchmarking peer group: As a reminder, Institutional Shareholder Services Inc. (ISS) recently announced the opening of its peer group construction process and requests your...

"Late last month, the SEC issued (and this month it posted) a No-Action Letter rejecting Apple’s attempt to exclude a shareholder proposal on executive compensation. The proposal was an odd one, with a quirky supporting statement, apparently submitted by a retail investors on...

Eugene Fram was a guest on Tony Martignetti's Nonprofit Radio last month, and in his interview he provided some great tips for non-profit boards. He is professor emeritus at Rochester Institute of Technology and author of “Going For Impact: The Nonprofit Director’s Essential...

"The problem with creating an incentive plan is that your employees just might do whatever you incentivize them to do. If you pay bonuses based solely on earnings growth, then you might not only get growth in earnings but also really bad loans that eventually sink the bank. If...

"Whether you’re looking at a mutual fund or company stock, you want to see the management team having a significant amount of their own 'skin in the game' through a large commitment of personal financial resources. While this doesn’t guarantee success, at least you know the...

On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs provide some clarity on how companies can begin...

Here are some trending hot topics in executive compensation, written by Brad Smith at Findley...

Institutional Shareholder Services Inc. (“ISS”), the influential proxy advisory firm, recently released their 2016-2017 Global Policy Survey results. These results show some interesting findings related to executive compensation and may signal the future of ISS policies...

This presentation by NFP Compensation Consulting will identify the differences of today's workforce with four very different generations of Workers: Baby boomers, Gen X, Millennials & Gen Z. The discussion will include what motivates the different generations along with the...

"Public companies in the U.S. will be required to disclose the ratio of CEO pay to median employee pay in their 2018 proxy statements—reporting on fiscal year 2017—and many are already working through the calculations involved. Prudent companies are also considering the...

"Over the past two years, a growing number of U.S. banks has capped their directors' earnings, but the ceilings are so high that they primarily serve to fend off potential shareholder litigation rather than control the pace of pay increases. Most of the caps are typically 2-3...

New compensation and governance standards are impacting boards of directors in all industries, but even more so in banking, which has more regulatory requirements and is under greater scrutiny. The recent Wells Fargo & Co. $185 million settlement over alleged accounts opened...

We would like to share some helpful advice on how to prepare for the upcoming 2017 proxy season. Following Michael Melbinger's blog on Tuesday (Say on Pay Frequency Vote in 2017), his clients wanted to know the rest of his tips and reminders for 2017 proxy season. The long form...

We want to share a Wall Street Journal article entitled, "Why Basing Executive Compensation on a Formula Doesn’t Work," that supports our message to clients that a formula isn’t the “end all, be all” approach for executive...

In this article, Cameco’s Jim Curtiss discusses several trends that will continue to impact compensation committees in the months ahead: 1) greater emphasis on transparency, 2) greater scrutiny of the CD&A, and 3) greater oversight from proxy...

We would like to share an article by Matthew Heller that discusses an Equilar survey that found CFO pay growth at S&P 500 firms is outpacing that of CEOs and performance-based equity is gaining...

In this Wall Street Journal article entitled, "EpiPen Maker Dispenses Outsize Pay", the author points out potential excessive pay (based on peer group) and aligning business decisions purely due to desired achievement of incentive plans versus company profits. Here is a...

Written by Brian Bell and John Van Reenen "Would moving to relative performance contracts improve the alignment between CEO pay and performance? To address this we exploit the large rise in relative performance awards and the share of equity pay in the UK over the last two...

Today we feature a blog post by Cydney Posner "highlighting a call for companies to reconsider their growing reliance on long-term incentive pay in executive compensation programs." This article is definitely interesting; however, when does "efficient currency", in this case...

The influence and scope of public company governance advisory firms like Institutional Shareholder Services (ISS) and Glass Lewis & Co (Glass Lewis) continue to widen. These firms continually shift policies and guidelines which in return keeps company management and board...

"Some of the country's best CEOs have had personal coaching, and that has contributed directly to their and the company's success. No one is perfect, and we all benefit from one-on-one feedback, peer assessment, mentoring, and motivating coaches and trainers. Boards should see...

Last week, the analysis we conducted for the Houston Chronicle (regarding compensation among the highest paid executives of Houston's publicly traded companies) was mentioned in an article on MySanAntonio.com entitled, "Executive Pay Still Rising Despite Energy's...

Because NASDAQ’s new golden leash disclosure requirement is effective, we would like to pass along this Gibson Dunn memo about how it intersects with the Form 8-K disclosure requirements. Please let us know if you have...

NFPCC Director, Kevin Kuschel, and Senior Consultant, Josh Whittaker, were recently quoted in an article entitled, "Job Openings Reflect Growing Confidence in Midstream...

As this Gibson Dunn blog states, ISS has posted its annual policy survey (here). The deadline is August 29th, and the big topics include: Dual-Class Companies, Say-on-Frequency, Pay-For-Performance & Non-TSR Financial Metrics, Director Tenure & Refreshment, and...

Each year, we here at NFP Compensation Consulting conduct an analysis for the Dallas Morning News on the top 100 highest-paid CEOs in the Dallas - Fort Worth area. Read...

Four recent, independent articles paint an interesting picture on the topic of binding Say on Pay votes. 1. The UK’s potential new prime minister, post Brexit, could move to a binding Say on Pay vote to curb CEO pay (read more here). 2. A recent article by Fortune, suggests...

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...

While the upstream sector continues to struggle in the low oil price environment, RIGZONE's Valerie Jones explores possible opportunities in midstream. NFPCC's own, Kevin Kuschel (Managing Partner) and Josh Whittaker (Senior Consultant), were featured in her article entitled,...

An interesting read on Compensation Litigation! History may not always repeat itself but often times, rhymes. The Delaware Court of Chancery has issued an opinion on a Section 220 demand made against Yahoo which is very similar to the Disney case several years back. Disney...

SEC's Proposed Rules Requiring Member Companies to "Clawback" Excess Incentive-Based Compensation Article Written by Fulcrum Partners LLC MARKET TREND: There continues to be serious concern among regulators over the compensation of certain public company executives. The SEC's...

For companies subject to ISS’ United States policy, there are several changes to be aware of: Management Proposals • Director overboarding: o Subject to the one-year transition period described below, ISS will issue a negative vote recommendation on directors who are not...

This year's proxy season is just about all wrapped up. We at NFPCC continue to talk with the SEC, RiskMetrics, and other shareholder groups and institutions on behalf of clients, and the results have been mixed but productive. We are continuing to monitor this for you, as well...

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...

Update: Say-on-Pay and Say-on-Frequency Say-On-Pay As of April 11, 2011 there have been five companies that have failed the say on pay vote by shareholders: Jacobs Engineering (45.5%), Beazer Homes (46.1%), Shuffle Master Inc. (44.5%), Hewlett-Packard with a vote of 50 for and...

The increased scrutiny of executive compensation, resulting from both recently passed and pending legislation, as well as shareholder advisory group policies, will require regular updates to public company’s Compensation Committees. Although there are many issues that will...

Is anyone else out there getting sick and tired of how – for the last several years – it seems like politicians of both parties are enjoying slamming Corporate America ad nauseum? To some extent, additional oversight was brought on by poor business practices; therefore,...

We recently had one of our clients audited by the IRS w/ respect to their annual bonus plan. Not surprisingly, when we as a country are running a large deficit, the IRS will be looking for ways to bring in more revenue. What we have discovered is that the IRS is dramatically...

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”)...

‘Engaged by a board of directors and working with management to maximize shareholder wealth, NFPCC provides independent executive compensation recommendations without bias.’ says Chris Crawford  Chris Crawford, Executive Director of NFP Compensation Consulting...