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Thoughtful Pay Alerts

The New ISS Pay-for-Performance Methodology – A Closer Look at the Gathering Storm

June 12, 2017

The new ISS relative pay and financial performance assessment introduced during the 2017 proxy season may present significant issues for technology and life sciences companies if added to its quantitative pay-for-performance methodology next year.

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Equity Utilization in the Bay Area Tech 120

February 16, 2017

Our latest Thoughtful Pay Alert examines the use of equity by the companies in the Bay Area Tech 120 during 2016 from a variety of perspectives.

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“Say on Pay” at the Bay Area Tech 120 – A Look at 2016

February 15, 2017

ISS has updated its "burn rate" tables, which influence its voting recommendations on equity plan proposals, for 2017. Our latest Thoughtful Pay Alert highlights these updates, which provide notable changes in the burn rate levels for technology and life sciences companies.

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ISS Updates Burn Rate Tables for 2017 Proxy Season

January 6, 2017

ISS has updated its "burn rate" tables, which influence its voting recommendations on equity plan proposals, for 2017. Our latest Thoughtful Pay Alert highlights these updates, which provide notable changes in the burn rate levels for technology and life sciences companies.

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Thoughtful Disclosure Alerts

With CEO Pay Ratio Effective Date Looming, There’s No Relief in Sight

May 8, 2017

As the deadline for complying with the new CEO pay ratio disclosure requirement draws near, legislation that would repeal the requirement begins to work its way through Congress.

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SEC Staff Issues Guidance on CEO Pay Ratio Disclosure Rules

October 28, 2016

Recently-published guidance by the SEC Staff addresses several significant compliance issues for the new CEO pay ratio disclosure requirement, which goes into effect in 2017.

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Other Publications

The Executive Compensation Provisions of the Dodd-Frank Act by Compensia Principal, Mark Borges

The reform act provides for say-on-pay and say-on-golden-parachute shareholder advisory votes and enhanced independence for compensation committees and their advisers. It also requires new disclosures relating executive compensation to corporate performance and to median employee compensation, mandates clawbacks, and directs regulators to craft rules prohibiting incentive pay arrangements that create excessive risks for financial institutions. The act becomes effective in stages, starting in 2011.

(from the January 5, 2011 issue of The Review of Securities and Commodities Regulation)

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The TARP Executive Compensation Standards – A Sign of Things to Come? by Compensia Principal, Mark Borges

Executive compensation guidance for TARP participants issued by Treasury in June to implement congressional acts expands the number of covered employees, imposes stricter limits on certain compensation payments, and adds new corporate governance requirements. Compensia Principal, Mark Borges , reviews these developments and suggests that certain of them are likely to become general practice in the corporate community.

(from the September 9, 2009 issue of The Review of Securities and Commodities Regulation)

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SEC Executive Compensation Disclosure Rules by Compensia Principal, Mark Borges

Under the SEC's executive compensation disclosure rules, public companies must provide detailed information in their annual proxy statements about their executive pay practices and decisions. Executive compensation expert Mark Borges outlines the implications of the rules and explains the requirements for preparing a Compensation Discussion and Analysis, Summary Compensation Table, and their related disclosures.

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