Viewpoints


To qualify for the performance-based compensation exception under Section 162(m), payment of the compensation must meet continue reading...


We are pleased to bring you our collaboration with NYSE Governance Services and Corporate Board Member: A 2013 Opinio continue reading...


Sustainable investing - defined as an investment approach that considers environmental, social, and governance (ESG) fac continue reading...


Compensation Committees face the challenge of balancing the tension in motivating their executives to create shareholder continue reading...


Companies have migrated a significant portion of equity compensation to performance-based long-term incentive (LTI) awar continue reading...


In recent years, the SEC has developed extensive rules and regulations regarding the reporting of executive compensation continue reading...


In order to understand the financial performance measures, target goals, performance ranges, and payouts of an annual in continue reading...


Do companies set appropriately challenging goals in their incentive plans? How does a compensation committee determine w continue reading...


The vast majority—98%—of companies have passed their annual say on pay votes (SOP) over the past four years. Proxy a continue reading...


Say on Pay (SOP) and shareholder advisor vote recommendations have caused a dramatic increase in the use of relative tot continue reading...


There has been a massive shift in how outside Board Directors have been paid over the past 20 years. This has largely be continue reading...


Key institutional shareholders use CEO pay for performance as a critical consideration in determining how to vote on Say continue reading...


The number of methods for defining "CEO pay" when analyzing executive compensation continues to grow. From total pay sug continue reading...


By Ira Kay, Lane Ringlee, Bentham Stradley, Brian Lane, and Blaine Martin   Partners Aubrey Bout Chris Carstens Joh continue reading...


Introduction The intense spotlight on executive pay centers on the relationship between pay and performance for CEOs. Le continue reading...


The past 5 years have seen a significant number of companies spinning off one or more businesses into separate, free-sta continue reading...


The rise in both the prevalence and prominence of long-term performance plans has been one of the most significant trend continue reading...


The Harvard Business Review [HBR] recently published an article, “Stop Paying Executives for Performance,” by Profes continue reading...


In the Dodd-Frank Act legislation after the 2008 Financial Crisis, the inclusion of shareholder SOP voting was driven by continue reading...


Driven by volatile stock markets, stock option expensing, and shareholder advisory firm mischaracterization of stock opt continue reading...


In the three years that U.S. public companies have held non-binding Say on Pay (SOP) votes under the Dodd Frank Act, com continue reading...


Proxy executive compensation and Compensation Discussion & Analysis (CD&A) disclosure is principally based upon a one-ye continue reading...


As companies approach the upcoming proxy season, Say on Pay (SOP) once again becomes top of mind for Compensation Commit continue reading...


On April 29, 2015, the SEC released proposed rules on public company pay-for-performance disclosure mandated under the D continue reading...


At a recent Chief Human Resources Officer (CHRO) conference, two private equity firms’ operating partners observed tha continue reading...


Incentive plans have the potential to drive executives towards achieving superior results for their companies and invest continue reading...


Relative TSR is a performance metric most often used in LTI performance plans. Its use as a metric has nearly doubled ov continue reading...


In the current environment with Say on Pay votes and intense media scrutiny, it can be difficult to stay centered on the continue reading...


A Pay Governance study of executive compensation programs at 175 publicly-traded manufacturing companies reveals that, d continue reading...


During the last few years, executive compensation has been a favorite target of the plaintiff’s bar in shareholder der continue reading...


The Financial Accounting Standards Board (FASB) has elected to eliminate the concept of extraordinary items under Genera continue reading...


Yesterday’s (April 12, 2016) Equal Pay Day produced an extraordinary volume of discourse and disclosure on a vitally i continue reading...


Proxy advisory firm Glass, Lewis & Co. LLC (“Glass Lewis”) has just published a new 45 page report which provides an continue reading...


New York City is the latest legal jurisdiction to prohibit companies from inquiring about a prospective employee’s com continue reading...


Section 409A was added to the Internal Revenue Code (IRC or “Code”) as part of the American Jobs Creation Act legisl continue reading...


As shareholders of U.S. public companies demand more accountability for performance, Boards are under increased pressure continue reading...


On June 30, 2014, the SEC issued a Staff Legal Bulletin (referred to as “SLB 20”) which provides guidance regarding continue reading...


ISS recently announced important updates to its pay-for-performance tests used for evaluating U.S. companies. In additio continue reading...


In the past week, ISS has announced draft updates to their 2017 proxy voting guidelines and updates to their QuickScore continue reading...


On August 4, 2015, Institutional Shareholder Services (ISS) released its annual policy survey for the 2016 proxy voting continue reading...


ISS released their U.S. Executive Compensation Policies and U.S. Equity Compensation Plans FAQ documents. These document continue reading...


Publicly traded companies are required by the SEC and the stock exchanges to obtain shareholder approval when such compa continue reading...


With the introduction of say-on-pay (SOP) in 2011 and the increased clout of proxy advisory firms on executive compensat continue reading...


Ensuring alignment between pay and performance is challenging enough when a business is performing well. But what about continue reading...


The past year has seen extensive criticism of share buybacks as an example of “corporate short-termism” within the b continue reading...


For the past several years, executive compensation policies and practices have been under intense scrutiny by lawmakers, continue reading...


Since advisory Say on Pay (“SOP”) votes became effective in 2011, ISS and Glass Lewis have exerted significant influ continue reading...


The CHOICE Act is designed to rewrite many of the rules and provisions contained in the Dodd-Frank Wall Street Reform an continue reading...


In the aftermath of the failed Affordable Care Act (“Obamacare”) repeal and replace effort, the United States’ new continue reading...


Our article was recently picked up by World at Work. Visit this link to be redirected to log in to their site. Our artic continue reading...


When conducting pay-for-performance evaluations, many shareholders and the large proxy advisory firms, e.g., Institution continue reading...


Some companies in the oil and gas, energy, utility, and manufacturing industry sectors have included safety compliance a continue reading...


Many companies remain stressed that the Trump administration has yet to provide regulatory relief from the CEO pay ratio continue reading...


The REIT structure was created in 1960 when President Eisenhower signed into law the REIT Tax Act. A wave of REIT format continue reading...


In today’s environment, with annual Say on Pay (SOP) votes, intense external scrutiny and the need to strongly align p continue reading...


CEO pay continues to be a widely debated topic in the media, within the government, and in the boardroom among investors continue reading...


CEO pay continues to be a widely debated topic in the media, in the boardroom, and among investors and proxy advisors. A continue reading...


The Securities and Exchange Commission (“SEC”) staff has had a busy summer. Following the release of proposed rules continue reading...


On September 21, 2017, the Securities and Exchange Commission (SEC) released additional guidance on the CEO pay ratio di continue reading...


The Securities and Exchange Commission (SEC) has just released its proposed rules regarding the requirement for companie continue reading...


Perhaps the most controversial rule regarding executive compensation in the Dodd-Frank Financial Reform legislation is t continue reading...


Following the recent release of new rules and regulations regarding the proposed pay for performance disclosure requirem continue reading...


After nearly three years, on September 18, 2013, the SEC issued proposed rules for one of the most contentious executive continue reading...


In this edition of Viewpoint, Pay Governance will discuss the proposed rules and the next steps companies should conside continue reading...


Many large U.S. based multinational banking and financial services corporations have implemented executive compensation continue reading...


Performance-based long-term incentive (LTI) awards—typically performance shares or stock units (PSUs)—are a large co continue reading...


On November 2nd, the House Ways and Means Committee introduced its tax reform bill, referred to as the ‘Tax Cuts and J continue reading...


Spring is in the air, and executive compensation consultants are busy reading a cascade of public filings and proxy advi continue reading...


If current legislation and SEC rulemaking stand, one big story in public company executive compensation during the 2018 continue reading...


Over the past 20 years, there has been a major shift in how large public companies have compensated their outside Direct continue reading...


The gender pay gap is receiving increasing levels of attention. While a few companies have been able to report the elimi continue reading...


Say on pay (SOP) vote results continue to indicate that shareholders seem to be endorsing the executive pay model. continue reading...


At a recent Compensation Committee meeting, a director remarked, “As we discuss our CEO’s target compensation for ne continue reading...


Given that the IPO market has heated up in the last few years – 2013 brought us 222 IPO pricings in the U.S., up almos continue reading...


Over the past 15 years, the methods of compensating non-employee directors have changed in tandem with the risk and work continue reading...


Executive pay continues to be a hotly debated topic in the boardroom among investors and proxy advisors, and it routinel continue reading...


Last month, U.S. regulatory agencies released two sets of new rules affecting executive compensation. One set of the new continue reading...


Virtually all large U.S. companies provide long-­‐term incentives (LTIs) through equity-­based awards, which p continue reading...


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


In the first 3 months of 2017, our firm’s partners and consulting staff attended more than 200 corporate Boards of Dir continue reading...


Although all aspects of diversity are meaningful topics, this article is solely focused on gender diversity. Currently, continue reading...

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