Tag Archives: compensation committee

Long-Term Pay-For-Performance Alignment: A 10-Year Review of CEO PSU Plan Payout Histories

With the introduction of say-on-pay (SOP) in 2011 and the increased clout of proxy advisory firms on executive compensation program designs, the performance share unit (PSU) has become a common feature of executive long-term incentive (LTI) programs among U.S. public companies. Continue reading

The Evolution and Current State of Director Compensation Plans

Over the past 20 years, there has been a major shift in how large public companies have compensated their outside Directors.1 These changes have included the elimination of Board meeting fees, granting of equity compensation in the form of full-value shares, the elimination of Director retirement plans and other perquisites, adoption of stock ownership guidelines for Directors, and giving of supplemental cash retainers to Committee Chairs in recognition of their substantial time commitments to committee work. Continue reading

Compensation Considerations for Company Spin-off Transactions

The past 5 years have seen a significant number of companies spinning off one or more businesses into separate, free-standing companies. S&P’s Capital IQ reports a total of 86 full or partial spin-offs that began trading on a major U.S. exchange from mid-2011 through mid-2016 — an average of 17 per year. Continue reading

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

We are pleased to announce: “Pay Governance has Released an Essential New Book on Executive Compensation”

Pay Governance releases an Essential New Book on Executive Compensation. Continue reading

The SEC’s Mandated CEO Pay Ratio in the Context of Income Inequality:Perspectives for Compensation Committees

At a recent Compensation Committee meeting, a director remarked, “As we discuss our CEO’s target compensation for next year, we need to remember that there is an ongoing debate about income inequality.” Income inequality and executive compensation are two of the most controversial issues in modern American economic and political discourse. The forthcoming mandated disclosure of the CEO pay ratio will link these two issues directly in the boardroom.

How much of the increase in inequality has been caused by CEO pay, and is this a failure of corporate governance?

This Viewpoint will provide some insights for directors and others into the answers to these questions in the context of the SEC’s mandated disclosure of the ratio of CEO to median employee pay. Continue reading

“The Compensation Committee: What’s in a Name?”

To qualify for the performance-based compensation exception under Section 162(m), payment of the compensation must meet several requirements, including that performance goals must be set by the corporation’s “compensation committee.” The Code defines “compensation committee” as the committee of independent directors that has the authority to establish and administer the applicable performance goals, and certify that the performance goals are met. Continue reading

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