Publications

Evaluating the New “Pay Versus Performance” Disclosures

Download a pdf of this article » With  the peak of the 2023 proxy season behind us, it’s possible to begin to take stock of the new “pay-versus-performance” disclosures that have appeared in definitive proxy statements during the first half of the year. Intended to provide investors and other stakeholders with a more comprehensive understanding of the relationship between executive...Read More

Adding Performance Stock Unit Awards to Your Long-Term Incentive Compensation Program

Download a pdf of this article » As a newly-public technology or life sciences company matures, it is customary to eventually expand its long-term incentive compensation program to include performance-based awards. Typically, this development is expected by the company’s institutional shareholders as a way of more effectively aligning their interests with the interests of the company’s...Read More

ISS Issues Mid-Year Reminder about Updating Compensation Peer Group

Download a pdf of this article » Institutional Shareholder Services (“ISS”) has issued its annual mid-year reminder inviting companies to update their self-constructed compensation peer groups for consideration as part of its review of their executive compensation program in connection with Annual Meetings of Shareholders to be held during the remainder of 2023. ISS considers a company’s...Read More

Transitioning from Emerging Growth Company Status – What Comes Next?

Download a pdf of this article » Since its creation as part of the Jumpstart Our Business Startups (“JOBS”) Act in 2012, the classification of small technology and life sciences companies as “emerging growth companies,” or “EGCs,” has been a resounding success, with hundreds of companies taking advantage of its “test the waters” process to conduct an IPO and relaxed reporting requirements as a...Read More

New SEC Rules on Disclosure of Stock Options Granted in Proximity to Disclosure of Material Nonpublic Information to Go into Effect in 2024

Download a pdf of this article » As part of its recent rulemaking governing insider trading arrangements and the affirmative defense provided by Exchange Act Rule 10b5-1 to trading on the basis of material nonpublic information, the SEC adopted additional rules which will require public companies to provide new disclosure in their annual reports on Form 10-K and definitive proxy statements...Read More

Effective Date for New Compensation Recovery (“Clawback”) Policy Listing Standards to be Extended Until October

Download a pdf of this article » On June 5 and June 6, 2023, the New York Stock Exchange (the “NYSE”) and the Nasdaq Stock Market (“Nasdaq”), respectively, filed amendments to their initial filings proposing new listing standards to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the provision which requires listed companies to adopt, disclose, and...Read More

Glass Lewis Publishes Updates to 2023 U.S. Voting Policy Guidelines

Download a pdf of this article » Glass Lewis recently published updates to its voting policy guidelines for U.S. companies applicable to annual meetings of shareholders starting January 1, 2023. In addition to clarifying several of its existing executive compensation policies, including a pair related to the SEC’s recent adoption of final rules governing “pay-versus-performance” disclosure and...Read More

BlackRock Updates Executive Compensation Guidelines and Further Expands Voting Choice for 2023 Annual Meetings

Download a pdf of this article » On December 19, 2022, BlackRock released its 2023 U.S. proxy voting guidelines. Among other revisions, the guidelines contain several changes to BlackRock’s executive compensation policies that may be of interest to compensation committees of technology and life sciences companies. Key changes include. New language indicating that compensation structures...Read More

ISS Issues 2023 Benchmark Voting Policy Updates, Compensation and Equity Plan FAQs And Burn Rate Tables

Download a pdf of this article » Earlier this month, Institutional Shareholder Services (“ISS”) published its annual updates to its U.S. benchmark voting policy guidelines for the 2023 proxy season, as well as several supplemental documents that elaborate on its U.S. executive compensation benchmark policy guidelines for 2023. These documents include Frequently Asked Questions (“FAQs”) for...Read More

SEC Adopts Compensation Recovery (“Clawback”) Policy and Disclosure Rules

Download a pdf of this article » On August 26, 2022, the SEC adopted final rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring the Commission and the national securities exchanges to prohibit the listing of companies that do not adopt, disclose, and enforce a compensation recovery (“clawback”) policy that applies to incentive-based compensation provided to their...Read More

SEC Adopts New Rules for “Pay Versus Performance” Disclosure Requirement

Download a pdf of this article » (This Thoughtful Pay Alert has been updated to revise the table on page 2) The SEC has taken another significant stride towards completing its executive compensation-related rulemaking required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. On August 25, 2022, the SEC adopted a new rule to implement the Dodd-Frank Act “pay-versus-performance”...Read More

Changes to GICS Code Classification System to Take Effect in 2023

Download a pdf of this article » Earlier this year, S&P Dow Jones Indices and MSCI, Inc. announced limited changes to the Global Industry Classification Standard (“GICS”) structure to take place in March 2023. These changes will involve reclassifying companies across five GICS sectors and likely affect many Internet and e-commerce companies, including such companies as Block (formerly...Read More