Publications

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

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 More

“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 More

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 More

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 More

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 More

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 More

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 More