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November 11, 2024 Thoughtful Pay Alerts
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 MoreSeptember 5, 2024 Thoughtful Pay Alerts
“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 MoreAugust 28, 2024 Thoughtful Pay Alerts
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the U.S. Court of Appeals for the Fifth Circuit held that the SEC acted “arbitrarily and capriciously” in 2022 when it rescinded its 2020 rules requiring proxy advisory firms to make their proxy voting advice available to covered companies and make their clients aware of any company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 MoreAugust 13, 2024 Thoughtful Pay Alerts
Institutional Shareholder Services (ISS) and Glass Lewis Publish Annual Policy Surveys
Download a pdf of this article » As is custom, Institutional Shareholder Services (ISS) and Glass Lewis each published their annual surveys in early August. Of most interest to compensation committees – and in line with recent concerns voiced from some investors regarding perceived limitations of performance-based equity – both surveys include significant questions regarding each...Read MoreMay 4, 2024 Thoughtful Pay Alerts