Thoughtful Pay Alerts

Glass Lewis Publishes Updates to 2023 U.S. Voting Policy Guidelines

Download a pdf of this article » Glass Lewis recently published updates to its voting policy guidelines for U.S. companies applicable to annual meetings of shareholders starting January 1, 2023. In addition to clarifying several of its existing executive compensation policies, including a pair related to the SEC’s recent adoption of final rules governing “pay-versus-performance” disclosure and...Read More

BlackRock Updates Executive Compensation Guidelines and Further Expands Voting Choice for 2023 Annual Meetings

Download a pdf of this article » On December 19, 2022, BlackRock released its 2023 U.S. proxy voting guidelines. Among other revisions, the guidelines contain several changes to BlackRock’s executive compensation policies that may be of interest to compensation committees of technology and life sciences companies. Key changes include. New language indicating that compensation structures...Read More

ISS Issues 2023 Benchmark Voting Policy Updates, Compensation and Equity Plan FAQs And Burn Rate Tables

Download a pdf of this article » Earlier this month, Institutional Shareholder Services (“ISS”) published its annual updates to its U.S. benchmark voting policy guidelines for the 2023 proxy season, as well as several supplemental documents that elaborate on its U.S. executive compensation benchmark policy guidelines for 2023. These documents include Frequently Asked Questions (“FAQs”) for...Read More

SEC Adopts Compensation Recovery (“Clawback”) Policy and Disclosure Rules

Download a pdf of this article » On August 26, 2022, the SEC adopted final rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring the Commission and the national securities exchanges to prohibit the listing of companies that do not adopt, disclose, and enforce a compensation recovery (“clawback”) policy that applies to incentive-based compensation provided to their...Read More

SEC Adopts New Rules for “Pay Versus Performance” Disclosure Requirement

Download a pdf of this article » (This Thoughtful Pay Alert has been updated to revise the table on page 2) The SEC has taken another significant stride towards completing its executive compensation-related rulemaking required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. On August 25, 2022, the SEC adopted a new rule to implement the Dodd-Frank Act “pay-versus-performance”...Read More