Monthly Archives: February 2017

The Compensation Committee: What’s in a Name?

The Advisors’ Blog February 27th issue features our Viewpoint, “The Compensation Committee: What’s in a Name?”, by John England and Peter England. To qualify for the performance-based compensation exception under Section 162(m), payment of the compensation must meet several requirements, … Continue reading

Alternatives to Quantitative Metrics in Performance Share Plans: Use of Strategic Objectives

Companies have migrated a significant portion of equity compensation to performance-based long-term incentive (LTI) awards—typically performance shares or stock units (PSUs)—from stock options. Over 80% of companies in the S&P 500 now have such plans; these also now comprise the majority weighting among LTI vehicles. This trend has been driven in, large part, by the desire of Compensation Committees to place at least one-half equity compensation in the form of “performance-based” pay as defined by the proxy advisory firms. Continue reading

Is a “target range” right for your incentive plan?

As shareholders of U.S. public companies demand more accountability for performance, Boards are under increased pressure to continue to strengthen the P4P linkage of their incentive compensation plans. In a 2013 survey of Compensation Committee members co-sponsored by the NYSE, Conference Board, and Pay Governance, the top 3 “challenges” that Committees stated they were facing involved incentive pay and performance goal setting. Continue reading

SEC Opens Comment Period on CEO Pay Ratio Rule

Perhaps the most controversial rule regarding executive compensation in the Dodd-Frank Financial Reform legislation is the CEO pay ratio disclosure. This rule requires disclosure of the CEO’s pay to that of the company’s median employee. The SEC adopted final rules regarding the pay ratio disclosure requirement in calendar year 2015, and the requirement is scheduled to take effect with proxies filed in 2018. Continue reading

Lower Performance Targets in Focus Ahead of Proxy Season

February 10, 2017 Lower Performance Targets in Focus Ahead of Proxy Season – Almost two in 10 firms set lower year-over-year performance targets for 2016 – which could irk shareholders. Click the link to be re-directed to Agenda Week and … Continue reading

Corporate Governance Advisor

The Corporate Governance Advisor’s July/August 2016 issue features our Viewpoint, “Gender Pay Equity In Focus”, by Jon Weinstein and Ashley Meischeid. This year’s Equal Pay Day (April 12, 2016) produced an extraordinary volume of discourse and disclosure on a vitally … Continue reading

S&P 500 CEO Compensation Increase Trends

CEO pay continues to be a widely debated topic in the media, within the government, and in the boardroom among investors and proxy advisors. As the U.S. was in the heart of the financial crisis in 2008 – 2009, CEO total direct compensation (TDC = base salary + actual bonus paid + value of long-term incentives) dropped for two consecutive years. As the U.S. stock market sharply rebounded and the economy started to slowly grow again, CEO pay also rebounded. Large pay increases occurred in 2010, primarily in the form of larger long-term incentive (LTI) grants. Since then, year-over-year increases have been fairly moderate – in the 2% to 6% range for the period 2011-2015. Continue reading

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