Here are some trending hot topics in executive compensation, written by Brad Smith at Findley...
ISS Survey Results Regarding Pay-for-Performance and Say-on-Pay Frequency
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...
Preparing for CEO Pay Ratio Disclosures
"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...
Fearing lawsuits, U.S. banks set limits for director pay
"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...
Bank Compensation and Governance in the New Era
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...
Why Basing Executive Compensation on a Formula Doesn’t Work
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...
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...
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...
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...
CLAWBACKS—IS TOMORROW Dodd-Frank DAY, our D-Day?
“The interval between the decay of the old and the formation and establishment of the new constitutes a period of transition which must always necessarily be one of uncertainty, confusion, error, and wild and fierce fanaticism.”—John C. Calhoun CLAWBACKS—IS TOMORROW...
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...
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...