Latest Insights & Industry Trends

With the 2017 proxy season upon us, this article from Boardroom Resources discusses best practices for communicating two critical components within the CD&A: peer group selection and board composition. While there’s no one-size-fits-all approach for either disclosure, this...

"Compensation committees face a full agenda in the first quarter of every new year. We outline four guiding perspectives or data points that all committees should consider as they set compensation goals. Now in the thick of Q1, compensation committees tend to find themselves...

Interesting article. However, a few additional points to complete the compensation picture. One, there is no reference to actual pay received as tied to stock price performance. Rather, this is a reference to the summary compensation table. Added, the summary compensation table...

The following excerpt was taken from a Harvard Business Review article in March of 2017. How do you think boards should evaluate themselves? "The New York Stock Exchange requires that the boards of all publicly traded corporations conduct a self-evaluation at least annually to...

"When an organization fails because of executive malfeasance, it generates a lot of attention. But such situations are actually relatively rare. It’s much more common, though less talked about, for organizations to fail because of ungoverned incompetence. That is, someone does...

"Executive compensation has always been a difficult topic and as executive wages have grown rapidly since the financial crisis, while the wages of the average worker have stagnated, the debate around executive compensation has only become fiercer. Companies have responded to the...

"In the next four years, nonprofit boards will face exceptional challenges affecting long-term financial and operational sustainability. It is likely that governmental grants will substantially decline. Business/individual donor gifts can be reduced should the economy teeter...

"Nearly half of S&P 100 companies included information in their proxy statements that showed how they responded to shareholder concerns and made changes to policies, according to a new report from Equilar, Innovations in Proxy Design, featuring commentary from Donnelley...

"Mergers and acquisitions (M&A) can create significant value for shareholders. Accordingly, bank executives should be rewarded when completing and integrating successful transactions. However, in today’s environment of heightened executive pay scrutiny, some approaches to...

"Donald Trump will order a sweeping review of the Dodd-Frank Act rules enacted in response to the 2008 financial crisis, a White House official said, signing an executive action Friday designed to significantly scale back the regulatory system put in place in 2010. Trump also...

Our consultants took a keen interest when the IRS updated its golden parachute payment qualification requirements. Our 280g calculation & qualification experts continue their advisory role for businesses including audit support for CPAs. Check out these IRS audit tips from BNA...

"The Commission adopted the pay ratio disclosure rule in August 2015 to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a public company to disclose the ratio of the median of the annual total compensation of all...

Paul Gryglewicz, a senior advisor at Global Governance Advisors, shares his thoughts and advice on how to increase shareholder engagement in preparation for Say on Pay votes. "2017 marks a milestone year in terms of Say on Pay in the United States, as the first six-year 'say...

"Board of Directors pay continues its upward trend according to a study published by Total Compensation Solutions (TCS). The Board compensation report shows increases of approximately 7 to 8 percent from last year for annual retainers for the Chairman, and Regular Board Members...

Companies, shareholders and boards of directors want to ensure alignment of pay and performance to justify the often-high accompanying price tag of executive compensation. To provide context on the correlations between awarded, realizable and actual pay earned under...

An interesting topic to discuss from an article on Value Walk, highlighting the distance between ISS and say on pay recommendations under certain conditions. Although there is a high percentage of correlation between investor voting and ISS, the percentage declines dramatically...

"In order to understand the financial performance measures, target goals, performance ranges, and payouts of an annual incentive plan, we analyzed the proxy-disclosed practices of approximately 100 manufacturing and materials companies. We assessed year-over-year (YOY) trends in...

"Starting with the 2018 proxy statement (covering fiscal year 2017), most public companies will be required to start reporting their CEO pay ratio, that is, the ratio of the CEO’s pay to the median of all other employees’ pay. While it is questionable whether the CEO pay...

"Political swings, global volatility, technology innovations and investor expectations will require deeper board engagement. Drawing on interactions with corporate directors and business leaders as well as insights from its research, the KPMG Board Leadership Center has...

Check out this interesting read regarding the new say on pay rules, form 10-k summaries, and a guide for proxy season. "As another year comes to a close, it is time for public companies to become acquainted with the securities law and business developments of the past year...

"2016 was a year marked by significant changes—stunning political upheavals via Brexit and our own controversial new President-elect; a growing number of big-ticket, multi billion dollar M&A deals amid massive enterprise court battles, particularly in the technology...

Wilkins Finston Friedman Law Group “wrapped up” the year 2016 with their predictions of the benefit issues employers will face in 2017. Here are their top four benefit issues for 2017: •Health Care Reform. Speculation is rampant as to the extent of the upcoming changes...

"Board director compensation levels for middle market companies kept pace with the economy between 2014 and 2015, according to a new report from BDO USA, LLP, a leading accounting and consulting organization. Following years of solid increases, compensation remained relatively...

"The criteria for earning short-term incentive (STI) compensation appear to have entered a state of flux, judging by new research from the CFO Alliance. In particular, some companies are putting non-financial metrics, like customer or employee satisfaction, into the mix. But far...

ISS has published the U.S. Frequently Asked Questions for Equity Plan Compensation, Executive Compensation, Pay-for-Performance Mechanics, and U.S. Peer Selection (available here). In addition, an updated PFP white paper to reflect the new financial performance alignment test...

"Are chief executive officers worth their pay? Apple CEO Tim Cook's $10 million in compensation isn't chump change, but it's a bargain when you compare that to the company's massive average economic profit over the last three years. Other companies pay their CEOs much more, but...

"Veteran director Sara Hays shares insights from her board’s successful CEO search. As chair of the board’s CEO search committee, what best practices can she offer? The search and selection of a CEO is among the board’s most important foundational duties. While sometimes...

"Equilar’s Compensation Committee Forum covered topics from regulatory updates to peer group selection and Say on Pay. The realm of executive and director pay is a tumultuous one. Whether preparing for the impending CEO Pay Ratio or anticipating the regulatory changes ahead,...

"Last month, the IRS provided helpful guidance under Code Section 409A with the release of its Chief Counsel Advice 201645012 (the CCA). The CCA is noteworthy because the IRS agreed that a 25% increase qualified as a materially greater amount, and thus deferred salary was...

2015 middle market executive compensation trends foreshadowed momentum companies are seeing in 2016. In Q2, the National Center for the Middle Market reported 7.2 percent revenue growth over the previous year, and while companies entered the year with some caution, 2015 pay...

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...

Sandra Pace, Managing Partner, Steven Hall & Partners, and Michael Sherry, CECP, Consultant, Steven Hall & Partners, discuss why organizations may be struggling to maintain their incentive programs, emerging considerations, pitfalls, and best practices. View the video...

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...

"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...