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January 10, 2025 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 MoreDecember 16, 2024 Thoughtful Pay Alerts
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 MoreNovember 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the U.S. Court of Appeals for the Fifth Circuit held that the SEC acted “arbitrarily and capriciously” in 2022 when it rescinded its 2020 rules requiring proxy advisory firms to make their proxy voting advice available to covered companies and make their clients aware of any company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
2024 Software Sector Equity Report
Download a pdf of this article » INTRODUCTION Over the past several years there has been a significant increase in attention paid to equity usage across the technology sector. This focus has been particularly noticeable among software companies due to several factors, including: In our 2024 “Software Sector Equity Report,” we analyzed equity usage among 129 public software companies with...Read MoreFebruary 28, 2024 Thoughtful Pay Alerts
Performance-Based Equity Program Check-Up:Relative TSR Design Trends and Practices
Download a pdf of this article » Pressure from shareholders and institutional investor advisory groups to include stock performance metrics in incentive compensation plans, balanced with demand for a simple, yet durable approach to performance-based equity, has led to continued interest in programs that measure relative total shareholder return (“TSR”). Over the past few years, some of...Read MoreJanuary 29, 2024 Thoughtful Pay Alerts
10 Tips for Preparing Your 2024 “Pay Versus Performance” Disclosure
Download a pdf of this article » With the 2024 proxy season just around the corner, it’s time to begin preparing the executive compensation information that will need to be included in the proxy statement for your 2024 annual meeting of shareholders, including the second round of “pay-versus-performance” disclosure. As we learned in 2023, the “pay-versus-performance” disclosure...Read MoreJanuary 9, 2024 Thoughtful Pay Alerts
Issues 2024 Benchmark Voting Policy Updates, Compensation and Equity Plan FAQs And Burn Rate Tables
Download a pdf of this article » In December 2023, Institutional Shareholder Services (“ISS”) published its annual updates to its U.S. benchmark voting policy guidelines for the 2024 proxy season, and updated several supplemental documents that elaborate on its U.S. executive compensation benchmark policy guidelines for 2024. These documents include Frequently Asked Questions (“FAQs”)...Read MoreJanuary 4, 2024 Thoughtful Pay Alerts
On the Compensation Committee’s 2024 Agenda: Human Capital Updates
Download a pdf of this article » In recent years, in line with investors’ rising interest in understanding companies’ human capital practices, many compensation committees’ remits expanded meaningfully to include a range of human capital matters, from oversight of employee engagement to measuring progress against human capital metrics contained in incentive plans, to name just two...Read MoreDecember 6, 2023 Thoughtful Disclosure Alerts