Thoughtful Pay Alerts

SEC Issues Final Hedging Disclosure Rule

Download a pdf of this article » On December 18, 2018, the Securities and Exchange Commission moved one step closer to completing its compensation-related rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act by adopting a final rule requiring public companies to disclose whether they maintain practices or policies regarding their employees (including officers) and...Read More

ISS Publishes Final FAQs and Burn Rate Tables for 2019 Proxy Season

Download a pdf of this article » As expected, Institutional Shareholder Services (“ISS”) published several supplemental documents in December that elaborate on the updates to its U.S. executive compensation benchmark policy guidelines for 2019. These documents include Frequently-Asked Questions (“FAQs”) for both its U.S. compensation policies and U.S. equity compensation plans. At the same...Read More

Perquisite and Executive Benefit Practices in the Technology Sector

Download a pdf of this article » Whether a result of the egalitarian culture in which many of these companies were founded, or simply a by-product of the current investor and regulatory environment which frowns on excessive personal benefits provided at shareholders’ expense, perquisites and other personal benefits tend to represent a nominal portion of the pay packages of most executives at...Read More

IRS Issues Initial Guidance on Deferral of Private Company Equity Awards

Download a pdf of this article » On December 7, 2018, the Department of the Treasury and the Internal Revenue Service issued Notice 2018-97, their initial guidance on Section 83(i) of the Internal Revenue Code, the provision allowing for the deferral of income from the exercise of stock options or the vesting of restricted stock unit (“RSU”) awards granted by certain private companies. Section...Read More

ISS Issues 2019 Benchmark Policy Updates

Download a pdf of this article » Institutional Shareholder Services (“ISS”) has announced the updates to its U.S. benchmark voting policy guidelines for 2019. Of the two possible significant policy changes that ISS previewed in October, only one has been adopted for the 2019 proxy season – a new policy that will trigger an unfavorable recommendation for the chair of the Board nominating...Read More