Tag Archives: Proxy

The CEO Pay Ratio Beyond Dodd Frank: Live and Local

Spring is in the air, and executive compensation consultants are busy reading a cascade of public filings and proxy advisor reports as we analyze and are asked to predict trends in executive pay in 2017 and beyond. One of the most common questions in executive compensation this year concerns what will become of the Dodd-Frank mandated CEO pay ratio set to be disclosed publicly for most companies beginning with proxies filed in 2018 – if not delayed or overturned beforehand. Earlier this year, acting Securities and Exchange Commission (SEC) Chair Michael Piwowar took the unusual step of requesting additional comments on the cost and burden of complying with the already approved CEO pay ratio rule, which would require companies to disclose the ratio of CEO pay to that of the median employee. 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

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

Press Release: Pay Governance: SEC’s New Pay-For-Performance Methodology is Flawed

July 23, 2015 New analysis finds that the SEC’s recently proposed pay-for-performance proxy disclosure requirements may force companies to display a pay-for-performance misalignment that is incorrect. To read the full press release, click here.

Comparing Compensation: Trends in Executive Pay

Agenda published their 2nd Quarter publication and included quotes from Aubrey Bout and Steve Pakela of Pay Governance. “One of the best parts of say on pay is shareholder engagement,” says Aubrey Bout, a partner with Pay Governance. “That is … Continue reading

Disclosure of Prospective Executive Compensation in the Upcoming Proxy and CD&A

Proxy executive compensation and Compensation Discussion & Analysis (CD&A) disclosure is principally based upon a one-year look back at executive compensation forms, levels, policies, and practices. In addition, the proxy tables and schedules which disclose the historical pay forms and levels for the Named Executive Officers (NEOs) are fixed in format and do not allow for any flexibility in reporting NEO compensation beyond that which is prescribed by the Securities and Exchange Commission (SEC). Continue reading

Direct Shareholder Engagement on Say on Pay: Circumventing the Perceived Hegemony of Proxy Advisors

In the three years that U.S. public companies have held non-binding Say on Pay (SOP) votes under the Dodd Frank Act, compensation committees, compensation advisors, and financial regulators have seen the clout of Institutional Shareholder Services (ISS) increase dramatically in the executive compensation arena. Continue reading

Virtual Conference on Current and Emerging Topics in Executive Compensation via HR.com

Join Diane Lerner and Brian Lane for a Virtual Conference on Current and Emerging Topics in Executive Compensation via HR.com (http://bit.ly/184SCrm) on September 24 from 11:00 to 12:00 PM (ET) Topics Include: Incentive Program Performance Metric Selection, Realizable Pay, Say … Continue reading

Equilar and Pay Governance 2013 Proxy Season Wrap-Up

The attached slides were prepared by Equilar and presented by Equilar and Pay Governance in a webinar held on May 16, 2013. Continue reading

Download a free copy of our new eBook!
Simply provide your e-mail address and a link will automatically be sent to you.
Request a paperback version of the book. Input your address in the message field.