Category Archives: Uncategorized

SEC Takes Back Comfort Letters Provided to Two Proxy Advisory Firms

In 2004, the Securities and Exchange Commission’s (SEC) Division of Investment Management issued letters to two proxy advisory firms, Egan-Jones Proxy Services and Institutional Shareholder Services (ISS), that assured mutual fund managers they could rely on the vote recommendations of the two firms. On September 13, 2018, the SEC Investment Management staff decided to rescind the two letters. Continue reading

IRS Issues Section 162(m) Guidance

Section 162(m) was added to the Internal Revenue Code (IRC) in 1994 in what was seen as a reaction to escalating executive pay. Commonly referred to as the “$1 million pay cap,” Section 162(m) denied subject companies the corporate tax deduction for compensation paid to the CEO (referred to as the Principal Executive Officer or PEO) and other proxy-named executive officers (NEOs) that exceeded the $1 million statutory limitation. Exceptions to the amount of covered compensation pursuant to Section 162(m) were permitted if such compensation was deemed “performance-based” under shareholder-approved plans. Continue reading

A Proposed Legislative Alternative to Corporate Governance and the Theory of Shareholder Primacy

On August 15, 2018, U.S. Senator Elizabeth Warren of Massachusetts introduced proposed legislation, the Accountable Capitalism Act, in the U.S. Senate. The legislation would require all U.S. corporations with $1 billion or more in annual revenues to obtain a federal charter as a “United States corporation” and would obligate corporate directors to consider the interests of all corporate stakeholders in their corporate governance activities. Continue reading

Unraveling the Complexities of Compensation

Experts offer their perspectives on how tax law is reshaping pay-plan design, Elon Musk’s potential $50 billion payday, and other concerns. Consider some of the recent events affecting the decisions of compensation committees: a tax code overhaul, pay ratio disclosures, … Continue reading

Using Incentive Plan Design to Support Strategic and Transformational Change

Incentive plans lie at the heart of the executive pay program, driving and rewarding business strategy execution. This approach has brought great economic success to the clear majority of companies. The typical annual incentive plan and long-term incentive (LTI) mix of multiple award types can capture most regular core performance metrics. A more contemporary design approach may provide significant focus and urgency regarding a company’s strategic transformation, shifting business strategy, or competitive advantage in attracting and retaining talent. Continue reading

Share Buybacks and Executive Compensation – A New SEC Commissioner Offers a Perspective

Robert J. Jackson, Jr. is a new member of the United States Securities and Exchange Commission (SEC), having been appointed by President Trump in January 2018. Commissioner Jackson previously served as a New York University School of Law professor, where he taught in the areas of corporate law, corporate governance, corporate finance, and executive compensation. Continue reading

The CEO Pay Ratio: How Should Compensation Committees Evaluate Their Ratios? Measuring the Impact of “Median Employee Pay”

In our study of 389 S&P 500 companies, the median CEO pay level is $12.1 million, consistent with many other studies. The median of the “median employee pay” level, as disclosed in the ratio section of the proxies, is $70,129. This latter value has surprised many observers, as it is much higher than expected and — more importantly — 39% higher than the average U.S. private sector salary of $50,620 (142 million employees). This employee pay level was previously unknown. Continue reading

Companies used to rarely reveal what they pay rank and file; now they must

May 6, 2018 – The St. Louis Post dispatch recently quoted Eric Marquardt our St. Louis partner regarding executive pay. Click here to be redirected to the article.

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Optimizing the Retention Impact of the Executive Pay Program

Our viewpoint “Optimizing the Retention Impact of the Executive Pay Program” by John Sinkular, Joshua Bright, and Phil Johnson will be re-posted in the May issue of The Corporate Advisor. To be redirected to the Corporate Governance Advisor website to … Continue reading

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Aubrey Bout quoted in Directors and Boards Magazine

The upcoming Directors and Boards issue will feature an article where Managing Partner, Aubrey Bout is quoted. To be redirected to the Directors and Boards website to request a copy of the magazine, click here. April 26, 2018

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