Thoughtful Pay Alerts

Policy Changes on the Horizon: Shifting Views on Performance-Based Equity Compensation

Download a pdf of this article » Policy Changes on the Horizon: Shifting Views on Performance-Based Equity Compensation With the 2025 annual meeting season almost upon us, the two leading proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), continue to shape the executive compensation and governance landscape through their...Read More

Navigating Proxy Season Amid Uncertainty

Download a pdf of this article » New SEC Staff Guidance on “Passive Investor” Status May Complicate Shareholder Engagement Efforts Key Takeaways On February 11, 2025, the SEC staff issued two updates to its Compliance and Disclosure Interpretations, or C&DIs, addressing Schedule 13D/G beneficial ownership filings. The full impact of this guidance remains uncertain, but at present...Read More

Board Diversity – The State of Play In 2025

Download a pdf of this article » Specific Standards No Longer Required for Nasdaq Listing Late last year, the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s order approving the Nasdaq Stock Market’s board of directors’ diversity rules, finding that the SEC had exceeded its authority by requiring disclosure that was inconsistent with the...Read More

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 firms9likely 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