Thoughtful Pay Alerts

Executive Security Arrangements: Top of Mind In 2025

Download a pdf of this article » Disclosure Requirement Refresh, Market Practices, and Key Considerations Although the number of perquisites and other personal benefits offered to corporate executives continues to decline, one notable exception to this trend has been personal security arrangements. And, with recent events presenting a reminder of our turbulent times, we expect to see...Read More

Navigating the Equity Plan Proposal Process at Technology Companies

Download a pdf of this article » Balancing Company Needs, Proxy Advisory Firm Policies, and Investor Preferences Introduction Gaining support from proxy advisory firms1likely ensures that your equity plan proposal is approved with shareholder support. However, the process can be costly, and the resulting proposal may be more conservative than the company’s anticipated equity needs. In...Read More

Updating Proxy Advisor Peer Groups Ahead of 2025 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 2025 proxy season. To update your compensation peer group, you must submit your information to ISS between 9:00 a.m. (ET) Monday, November 11, 2024 and 8:00...Read More

“Pay Versus Performance” Disclosures in the Technology and Life Sciences Sectors – Year Two

  Download a pdf of this article » As we did last year, we have taken a close look at the required “pay-versus-performance” disclosure during the recent 2024 proxy season – the second year of the disclosure mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. As you may recall, this disclosure, required of all reporting companies (other than foreign private...Read More

Federal Court Decisions Spur Revisiting of SEC Regulation of Proxy Advisory Firms

  Download a pdf of this article » Recently, the U.S. Court of Appeals for the Fifth Circuit held that the SEC acted “arbitrarily and capriciously” in 2022 when it rescinded its 2020 rules requiring proxy advisory firms to make their proxy voting advice available to covered companies and make their clients aware of any company response to the advice. This follows a federal district...Read More