Monthly Archives: March 2017

An Emerging Best Practice: Disclosing Prospective Executive Compensation in the Proxy Compensation Discussion & Analysis (CD&A)

In recent years, the SEC has developed extensive rules and regulations regarding the reporting of executive compensation in the company annual proxy. Such reporting includes the narrative discussion of CD&A executive compensation policies and practices as they pertain to the CEO and NEOs. Additionally, the SEC requires that companies provide numerous prescribed tables and schedules reporting the historical elements of executive pay for the most recently completed fiscal year as well as the past 2 fiscal years. Continue reading

Equilar Summit

June 12-14, 2017 – Chicago, Illinois Swissotel 323 East Upper Wacker Drive Chicago, IL 60601 Ira Kay is a speaker on a panel the first day of the event. Point Counterpoint: Debating Compensation Practices A set of compensation consultants and … Continue reading

Considering Performance Stock Options

The rise in both the prevalence and prominence of long-term performance plans has been one of the most significant trends in executive compensation over the past 15 years. At the time of the dot-com market collapse (March 2000 to October 2002) and the demise of several prominent U.S. companies (e.g., the Enron scandal revealed in October 2001), long-term performance plans were only used by a relatively small portion of large U.S. public companies. Continue reading

Did Say-on-Pay Reduce and/or “Compress” CEO Pay?

In the Dodd-Frank Act legislation after the 2008 Financial Crisis, the inclusion of shareholder SOP voting was driven by bipartisan Congressional support to “control executive compensation…” at corporations. In 2009, a former SEC chief accountant said, “Executive compensation at this point in time has gotten woefully out of hand… The time to adopt ‘say on pay’ type legislation is certainly past due.” Politicians, regulators, and some institutional shareholders clearly thought that, “The impetus for passage of Dodd-Frank’s say-on-pay requirement in 2011 focused on remedying ‘excessive’ CEO pay.”
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Board of Directors Compensation: Past, Present and Future

There has been a massive shift in how outside Board Directors have been paid over the past 20 years. This has largely been fueled by changes in corporate governance practices over time. Overall, the shift has been away from paying Directors like executives and towards paying outside experts for their time and contributions during their term of service. Continue reading

Is a “Target Range” Right for your Incentive Plan?

March 1, 2017 – The Havard Law School Forum on Corporate Governance and Financial Regulation re-published our most recent Viewpoint “Is a “Target Range” Right for your Incentive Plan?”. Click here to be redirected to their column.

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