Tag Archives: Compensation

Ethical Boardroom | Activist shareholders and executive compensation

Patrick Haggerty and Ira Kay authored an article in this quarter’s Ethical Boardroom. The article can be read by clicking on the link. https://ethicalboardroom.com/activist-shareholders-and-executive-compensation/ September 28, 2017

The Evolution and Current State of Director Compensation Plans

September 5, 2017 The Havard Law School Forum on Corporate Governance and Financial Regulation re-published a recent Viewpoint “The Evolution and Current State of Director Compensation Plans”. Click here to be redirected to their column.

Regulatory Relief for Expanded Compensation Disclosure

Many companies remain stressed that the Trump administration has yet to provide regulatory relief from the CEO pay ratio rules of the Dodd/Frank financial reform legislation which will be in effect for reporting in the 2018 proxy season. However, the business community has just been granted relief from an onerous and burdensome compensation reporting requirement that is different than the CEO pay ratio rules. This latter proposed reporting requirement has been a carry-over from the Obama administration. Continue reading

Potential Regulatory Relief – Financial CHOICE Act 2.0

The CHOICE Act is designed to rewrite many of the rules and provisions contained in the Dodd-Frank Wall Street Reform and Consumer Protect Act (“Dodd-Frank”). The proposed legislation was passed on a party-line vote of 34-26 and has advanced to the full House for a vote at some future date. The legislation is expected to pass the House due to its Republican majority. Continue reading

Recent OSHA Ruling May Impact Ability to Use Safety as an Incentive Metric

Some companies in the oil and gas, energy, utility, and manufacturing industry sectors have included safety compliance and/or improvement as a performance metric in their incentive compensation plans. Safety as a performance criteria appears frequently in incentive compensation plans for both executives as well as broad-based employee groups. Now, regulators have raised a potential problem with the use of safety as a performance metric. 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

ISS Releases 2016 Annual Policy Survey

On August 4, 2015, Institutional Shareholder Services (ISS) released its annual policy survey for the 2016 proxy voting season. The survey encompasses its global proxy voting policies across all potential topic areas. Continue reading

SEC Releases Proposed Pay for Performance Disclosure Rules

In this edition of Viewpoint, Pay Governance will discuss the proposed rules and the next steps companies should consider regarding pay for performance disclosure rules. The SEC intends that the pay for performance comparison will supplement the CEO pay ratio in providing shareholders with information to better assess executive pay for purposes of the shareholder advisory Say on Pay vote. Continue reading

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