2024 Software Sector Equity Report
Download a pdf of this article » INTRODUCTION Over the past several years there has been a significant increase in attention paid to equity usage across the technology sector. This focus has been particularly noticeable among software companies due to several factors, including: In our 2024 “Software Sector Equity Report,” we analyzed equity usage among […]
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, […]
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 […]
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”) for […]
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 […]
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 […]
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 […]
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 […]
“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 […]
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 […]