Publications

ISS Updates Burn Rate Tables for 2016 Proxy Season

Earlier this month, Institutional Shareholder Services, the prominent corporate governance advisory services firm, updated its “burn rate” tables, which influence its voting recommendations on equity plan proposals. In recent years, burn rate levels in certain industry sectors have fluctuated significantly, making this an increasingly important area for technology and life sciences companies...Read More

ISS Issues 2016 Policy Updates

Institutional Shareholder Services (“ISS”) has updated its U.S. corporate governance benchmark policy guidelines for 2016. This year’s updates contain one significant compensation-related item, which applies only to companies with external managers (that is, companies which are overseen by a third-party management firm) and some refinements to ISS’ equity plan proposal voting guidelines....Read More

ISS Issues Reminder about Updating Peer Group Ahead of 2016 Proxy Season

Institutional Shareholder Services is inviting companies to update their self-constructed compensation peer groups in connection with its review of their executive compensation program during the 2016 proxy season. ISS uses a company’s self-selected compensation peer group as a key input in developing the peer group that it uses to evaluate the alignment of the company’s CEO pay and financial...Read More

Employee Stock Plan Proposals at the Bay Area Tech 120

It was another active year for employee stock plan proposals among the 120 largest publicly-traded technology companies primarily headquartered in the San Francisco Bay Area (“the Bay Area Tech 120”). As in prior years, we have compiled the voting results and related information from the 2015 proxy season of proposals to either adopt a new employee stock plan or increase the share reserve for...Read More

SEC Adopts CEO Pay Ratio Disclosure Rules

The Securities and Exchange Commission has adopted rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires public companies to disclose the relationship between the annual total compensation of their Chief Executive Officer and the median of the annual total compensation of all their employees. Five Things Technology and Life Sciences...Read More

SEC Adopts CEO Pay Ratio Disclosure Rules

On August 5, 2015, the Securities and Exchange Commission adopted rules implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires public companies to disclose the relationship between the annual total compensation of their Chief Executive Officer and the median of the annual total compensation of all their employees. Five Things Technology...Read More

“Say on Pay” at the Life Sciences 80 – A First Look at 2015

Now that the traditional annual meeting season has drawn to a close, it’s time to take a look at this year’s results for the non-binding shareholder advisory vote on the compensation of a company’s named executive officers (the so-called “Say-on-Pay Vote”) required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. So far, 2015 has been notable for the generally high level of...Read More

“Say on Pay” at the Bay Area Tech 120 – A First Look at 2015

Now that the traditional annual meeting season has drawn to a close, it’s time to take a look at this year’s results for the non-binding shareholder advisory vote on the compensation of a company’s named executive officers (the so-called “Say-on-Pay Vote”) required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. So far, 2015 has been notable for the high number of companies...Read More

SEC Proposes Rules to Implement Compensation Recovery (“Clawback”) Requirement

On July 1, 2015, the SEC proposed rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This provision requires the SEC to direct the national securities exchanges to amend their listing standards to require public companies to adopt and disclose their written clawback policy to maintain their listing status. Public comment on the SEC’s proposed rules...Read More

SEC Proposes Compensation Recovery (“Clawback”) Rules

The final remaining executive compensation-related provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring formal rulemaking requires the Securities and Exchange Commission and the national securities exchanges to prohibit the listing of companies that do not adopt and enforce a compensation recovery (“clawback”) policy that applies to the incentive-based...Read More

ISS Issues Mid-Year Reminder about Updating Compensation Peer Group

Institutional Shareholder Services (“ISS”) has issued its mid-year reminder inviting companies to update their self-constructed compensation peer groups for consideration as part of its review of your executive compensation program during the remainder of 2015. ISS uses a company’s self-selected compensation peer group as a key input in developing the peer group that it uses to evaluate the...Read More

SEC’s Proposed “Pay versus Performance” Disclosure Rules Likely to Present Numerous Challenges

In April, the SEC proposed amendments to its rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the provision requiring public companies to disclose the relationship between their named executive officer compensation and their financial performance. The proposed amendments, which contemplate a combination of tabular and narrative (or graphic)...Read More