February 28, 2024 Thoughtful Pay Alerts
Performance-Based Equity Program Check-Up:Relative TSR Design Trends and Practices
Download a pdf of this article » Pressure from shareholders and institutional investor advisory groups to include stock performance metrics in incentive compensation plans, balanced with demand for a simple, yet durable approach to performance-based equity, has led to continued interest in programs that measure relative total shareholder return (“TSR”). Over the past few years, some of...Read MoreJanuary 29, 2024 Thoughtful Pay Alerts
10 Tips for Preparing Your 2024 “Pay Versus Performance” Disclosure
Download a pdf of this article » With the 2024 proxy season just around the corner, it’s time to begin preparing the executive compensation information that will need to be included in the proxy statement for your 2024 annual meeting of shareholders, including the second round of “pay-versus-performance” disclosure. As we learned in 2023, the “pay-versus-performance” disclosure...Read MoreJanuary 9, 2024 Thoughtful Pay Alerts
Issues 2024 Benchmark Voting Policy Updates, Compensation and Equity Plan FAQs And Burn Rate Tables
Download a pdf of this article » In December 2023, Institutional Shareholder Services (“ISS”) published its annual updates to its U.S. benchmark voting policy guidelines for the 2024 proxy season, and updated several supplemental documents that elaborate on its U.S. executive compensation benchmark policy guidelines for 2024. These documents include Frequently Asked Questions (“FAQs”)...Read MoreJanuary 4, 2024 Thoughtful Pay Alerts
On the Compensation Committee’s 2024 Agenda: Human Capital Updates
Download a pdf of this article » In recent years, in line with investors’ rising interest in understanding companies’ human capital practices, many compensation committees’ remits expanded meaningfully to include a range of human capital matters, from oversight of employee engagement to measuring progress against human capital metrics contained in incentive plans, to name just two...Read MoreDecember 6, 2023 Thoughtful Disclosure Alerts
ISS Solicits Comment on 2024 Benchmark Voting PolicyUpdates; No U.S. Policy Updates Likely
Download a pdf of this article » Last week, Institutional Shareholder Services Governance (“ISS”) closed its public comment period on potential updates to its benchmark voting policies for the 2024 proxy season. Unlike prior years, ISS did not seek comment on any changes to its proxy voting guidelines covering U.S. corporate governance or executive compensation matters. ISS anticipates that it...Read MoreNovember 28, 2023 Thoughtful Disclosure Alerts
Glass Lewis Publishes Updates to 2024 U.S. Voting Policy Guidelines
Download a pdf of this article » Glass, Lewis & Co. (“Glass Lewis”) recently published updates to its benchmark voting policy guidelines for U.S. companies, applicable to annual meetings of shareholders held starting January 1, 2024. In addition to various governance-related policy revisions and clarifying amendments to existing guidelines, Glass Lewis has made significant updates to...Read MoreNovember 16, 2023 Thoughtful Pay Alerts
Updating Proxy Advisor Peer Groups Ahead of 2024 Proxy Season
Download a pdf of this article » Institutional Shareholder Services (“ISS”) is inviting companies to update their self-constructed compensation peer groups in connection with its review of their executive compensation program during the 2024 proxy season. To update your compensation peer group, you must submit your information to ISS between 9:00 a.m. (ET) Monday, November 20, 2023 and...Read MoreOctober 24, 2023 Thoughtful Disclosure Alerts
“Pay Versus Performance” Disclosures in the Technology and Life Sciences Sectors
Download a pdf of this article » As we begin to move towards the end of 2023, we have taken a closer look at the newest executive compensation disclosure item appearing in proxy statements for the first time this year – the “pay-versus-performance” table and related information. Mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, beginning with definitive proxy...Read MoreOctober 23, 2023 Thoughtful Pay Alerts
Preparing for the Expiration of an Equity Plan “Evergreen” Feature
Download a pdf of this article » In connection with their IPO, greater than 90% of technology and life sciences companies adopt equity compensation plans that contain an “evergreen” provision. These provisions provide for an automatic increase in the number of shares available for issuance under the plan (with a typical initial share pool of 8% to 12% of outstanding shares and a 4% to 5%...Read MoreAugust 22, 2023 Thoughtful Pay Alerts
Evaluating the New “Pay Versus Performance” Disclosures
Download a pdf of this article » With the peak of the 2023 proxy season behind us, it’s possible to begin to take stock of the new “pay-versus-performance” disclosures that have appeared in definitive proxy statements during the first half of the year. Intended to provide investors and other stakeholders with a more comprehensive understanding of the relationship between executive...Read MoreAugust 18, 2023 Thoughtful Pay Alerts
Adding Performance Stock Unit Awards to Your Long-Term Incentive Compensation Program
Download a pdf of this article » As a newly-public technology or life sciences company matures, it is customary to eventually expand its long-term incentive compensation program to include performance-based awards. Typically, this development is expected by the company’s institutional shareholders as a way of more effectively aligning their interests with the interests of the company’s...Read MoreJune 27, 2023 Thoughtful Pay Alerts