Publications

Employee Stock Plan Proposals at the Bay Area 150

2013 was another busy year for employee stock plan proposals among the 150 largest publicly-traded technology and life sciences companies headquartered in the San Francisco Bay Area (“the Bay Area 150”). Once again, we have compiled information about the voting results from the 2013 proxy season of proposals to either adopt a new employee stock plan or increase the share reserve for an...Read More

ISS Updates Burn Rate Tables for 2014 Proxy Season

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

ISS Issues 2014 Policy Updates

Institutional Shareholder Services, the prominent corporate governance advisory services firm, has updated its U.S. corporate governance benchmark policy guidelines for 2014. Unlike prior years, this year’s updates cover only a handful of items, including two changes to the “pay for performance” methodology that ISS uses to evaluate the link between corporate financial performance and...Read More

ISS, Glass Lewis Issue Reminders about Updating Peer Group Ahead of 2014 Proxy Season

In advance of the 2014 proxy season, the two major proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Company, are reminding companies that they have the opportunity to notify each firm of changes to their compensation peer group that may be relevant to such firm’s analysis of their executive compensation program. This Thoughtful Pay Alert summarizes the pertinent...Read More

“Say on Pay” at the Bay Area 150 – A Look at Year Three

One of the focal points of the 2013 proxy season has been 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. Now in its third year, the Say-on-Pay Vote continues to serve as the “report card” on the effectiveness of a company’s...Read More

SEC Proposes Rules to Implement CEO Pay Ratio Disclosure Requirement

The Securities and Exchange Commission has taken action on the third major executive compensation-related provision of the Dodd-Frank Wall Street Reform and Consumer Protection, proposing rules to implement Section 953(b) of the Act, which requires public companies to compare and disclose the relationship between the annual total compensation of their Chief Executive Officer and the median of...Read More

SEC Proposes Rules to Implement CEO Pay Ratio Disclosure Requirement

The Securities and Exchange Commission has proposed rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires public companies to compare and 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. This article summarizes the...Read More

Executive Pay Disclosure Trends of Emerging Growth Companies

In recognition of the one-year anniversary of the Jumpstart Our Business Startups (“JOBS”) Act in April, Compensia has examined the executive compensation disclosures of nearly 50 technology and life sciences companies that were eligible to take advantage of the streamlined compliance requirements of the JOBS Act for “emerging growth companies” during 2012 to determine the level of disclosure...Read More

Companies Should Verify Data For ISS “QuickScore” by February 15

Recently, Institutional Shareholder Services, the major proxy advisory firm, announced an overhaul of its corporate governance risk assessment tool, Governance Risk Indicators (“GRId”). Now titled “ISS Governance Quickscore,” this new database is intended to enable ISS’ clients to identify potential governance risks that may be present in their portfolio companies (which was the primary...Read More

Equilar Provides Opportunity to Update Peer Group Used in Glass-Lewis SOP Analysis

Earlier this year, Glass-Lewis & Co., Inc., the major proxy advisory firm, announced that, for purposes of its new “pay-for-performance” analysis, it would employ Equilar’s “market-based” approach (“Market Peers™”) to develop the peer group used in its analytical model. As you may recall, Equilar’s approach uses a company’s self-constructed compensation peer group and the peer companies of...Read More

ISS Releases Guidance on Revised Peer Group Selection Methodology

As discussed in our recent Thoughtful Pay Alert on Institutional Shareholder Services’ updates to its U.S. corporate governance benchmark policy guidelines for 2013, ISS has revised its selection methodology for the peer group that it will use in assessing the alignment of a company’s executive compensation with corporate performance. One of these revisions gives greater weight to the...Read More

ISS Issues 2013 Policy Updates

Institutional Shareholder Services, the prominent corporate governance advisory services firm, has updated its U.S. corporate governance benchmark policy guidelines for 2013. In the aftermath of the criticism it received with respect to its new “pay for performance” methodology for evaluating the link between corporate performance and executive pay (which is a key consideration in how ISS...Read More