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...
Does a Higher Governance Score Improve Shareholder Value?
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...
CEO Coaching: Lessons from the Trenches
"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...
NFPCC’s Analysis for Houston Chronicle Mentioned in SA Article About Executive Pay
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...
What You Need to Know About NASDAQ’s Golden Leash Disclosure
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’s Kuschel & Whittaker Quoted in Midstream Article
NFPCC Director, Kevin Kuschel, and Senior Consultant, Josh Whittaker, were recently quoted in an article entitled, "Job Openings Reflect Growing Confidence in Midstream...
ISS Survey: 2017 Policy Updates
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...
Analysis by NFPCC: The 100 Highest-paid CEOs in Dallas-Fort Worth
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...
Beware: Binding Say on Pay, May Pay the CEO more.
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 M&A Lynchpin: Success or Failure Starts with HR
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...
NFPCC Featured in RIGZONE article – “Midstream: A Silver Lining in Oil, Gas Downturn?”
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,...
What do Disney and Yahoo have in Common?
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
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...
Summary of ISS’ New Policies for 2016
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...
Chipotle Shareholder Overreach
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 GM CEO Issue & the Misunderstanding of Executive Compensation
The past three weeks has been a roller coaster for General Motors in the news. The reason: the media doesn't understand executive compensation structures...again. The issue of the gap between genders is a big one, and we do not mean to discredit it as being that...
L-Blast | April 2012 | Proxy Advisory Firms’ Influence on Comp, Deductibility of Bonus Programs, JOBs Act, & 162(m) Compliance
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...
NFPCC Original Article: There’s a New Sheriff in Town – 162(m) Compliance
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...
April 2011- Update: Say on Pay, Independence Provisions, and “If ISS Goes Negative, Don’t Panic”
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...
NFPCC’s Chris Crawford on NPR Morning Edition
Our own Chris Crawford, Executive Director and Co-Owner, on NPR Morning Edition discussing the fear of an age gap in talent for the Energy Industry. http://app1.kuhf.org/audiolibrary/110328oil-industry-talent-shortage.mp3 Courtesy of...
Executive Pay Topics for 2011 Proxy | March 2011
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...
Heads I Win, Tails You Lose: The Destructiveness of Double Standards
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,...
Dodd-Frank Act(ion) Items
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...
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”)...
After The Restoring American Financial Stability Act (H.R. 4173)
Compensation Committee Action Plan Review the compensation committee charter for sound governance practices. Review the process for determining executive compensation. Conduct an analysis of institutional shareholders to determine which of them follow voting guidelines...
Less Freedom to Pay: Executive Comp After Financial Regulatory Reform
Click the link to the NFP Compensation Consulting article posted to SHRM Online - Less Freedom to Pay: Executive Comp After Financial Regulatory Reform. Say on Pay The “say-on-pay” provision included in the bill would give shareholders the opportunity to cast an advisory...
Why should a company utilize an executive compensation consultant?
‘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...