Over the past 15 years, the methods of compensating non-employee directors have changed in tandem with the risk and workload of being a director. The catalyst for change over this time period includes a variety of regulatory requirements, such as Sarbanes-Oxley and Dodd Frank, enhanced proxy disclosure rules and increases in shareholder activism. By way of examples, Audit Committees meet more frequently and must have at least one qualified financial expert, and Compensation Committees have greater workloads. Today’s corporate director needs to dedicate more time to the job, assume greater risk, and meet higher qualification standards. Read More
Current Pay Governance Viewpoints
Stephen J. Pakela and John R. Sinkular
Are ISS and Glass Lewis Say on Pay Voting Policies Correlated with Improved Total Shareholder Returns?By Ira T. Kay, Brian Johnson, Brian Lane and Blaine Martin
The vast majority—98%—of companies have passed their annual say on pay votes (SOP) over the past four years. Proxy advisor voting recommendations remain highly influential on these votes, and many companies, perhaps hundreds, have changed the structure of their executive pay programs to try to comply with proxy advisor policies and to obtain a “FOR” SOP vote recommendation from proxy advisors. Read More
Christine Oberholzer Skizas, Jeffrey W. Joyce, Linda Pappas and Steve DeMaria
The REIT structure was created in 1960 when President Eisenhower signed into law the REIT Tax Act. A wave of REIT formations and initial public offerings (IPOs) followed. Another wave of IPOs occurred in the 1990s. Historically, REITs tended to have relatively high insider ownership – founded by individuals, families or partners and, in some cases, eventually taken public. Read More
SEC Issues Proposed Rules Regarding Disclosure of Hedging Rules; ISS and Glass Lewis Release New Documents Regarding Executive Pay PoliciesBy John R. Ellerman and Linda Pappas
The Securities and Exchange Commission (SEC) has just released its proposed rules regarding the requirement for companies to report as to whether employees and non-employee directors are allowed to hedge or offset the decrease in market value of equity securities. Proxy advisory firm Institutional Shareholder Services (ISS) has just released a new document explaining the firm’s latest policies with respect to executive compensation, including its say on pay advisory voting services. Another proxy advisory firm, Glass, Lewis & Co. LLC (Glass Lewis), has implemented changes to its pay for performance and equity plan models. Read More
Team Member Highlight
- Andrew Winkler Consultant | New York
- View Articles by Andrew Winkler
Andrew Winkler is a Consultant in the New York office of Pay Governance. He has assisted in compensation analyses for public and private companies mainly in the financial services and related fields. He has experience in peer group composition, market pricing, and analysis for special situations, including government receivership and M&A transactions. Andrew has also analyzed other issues relating to executive pay in other industries including manufacturing and defense contracting.
Prior to joining Pay Governance, Andrew was a consultant at Johnson Associates.
Andrew graduated from Rutgers University with a Bachelor of Arts degree in political science.