July 15, 2014 Thoughtful Pay Alerts
“Say on Pay” at the Bay Area Tech 120 – A First Look at 2014
With the traditional annual meeting season drawing 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. 2014 was notable as the initial year for companies that opted in 2011...Read MoreJuly 15, 2014 Thoughtful Pay Alerts
“Say on Pay” at the Life Sciences 80 – A First Look at 2014
As the traditional annual meeting season drawing 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. 2014 was notable as the initial year for companies that opted in 2011 to...Read MoreJune 16, 2014 Thoughtful Pay Alerts
Preparing for an IPO – Compensating Your New Directors
One of the many challenges facing technology companies as they prepare for an initial public offering involves the composition of their Board of Directors. As an initial matter, companies need to ensure that they have a majority of independent directors to serve on the Board and staff the key Board committees. At the same time, it is not uncommon for the representatives of the company’s...Read MoreMarch 27, 2014 Thoughtful Pay Alerts
Technology Companies and Section 162(m) – Minimizing Litigation Risks
While compliance with Section 162(m) of the Internal Revenue Code – the provision that, generally, limits the federal income tax deduction that a public company may take for the compensation paid to its senior executives to $1 million per year – has long presented challenges for technology companies, in recent years, the provision has also become a fertile source of executive pay-oriented...Read MoreFebruary 5, 2014 Thoughtful Pay Alerts
10 Tips for Enhancing Your 2014 Executive Compensation Disclosure
In the seven years since the Securities and Exchange Commission last overhauled its executive compensation disclosure rules, the quality of disclosure has improved markedly. The introduction of the Compensation Discussion and Analysis has not only altered the way board compensation committees design compensation programs, it has also placed greater emphasis on explaining clearly and concisely...Read MoreJanuary 13, 2014 Archived Alerts
ISS to Launch Updated Governance QuickScore 2.0 in February
On January 8, 2014, Institutional Shareholder Services (“ISS”), the prominent corporate governance advisory services firm, announced that it will soon launch Governance QuickScore 2.0, an updated version of its corporate governance risk assessment tool for Russell 3000 companies in the United States and certain companies in other countries. QuickScore 2.0 will reflect a revised methodology for...Read MoreJanuary 8, 2014 Thoughtful Pay Alerts
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 MoreDecember 31, 2013 Archived Alerts
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 MoreDecember 11, 2013 Archived Alerts
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 MoreNovember 20, 2013 Archived Alerts
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 MoreSeptember 30, 2013 Thoughtful Pay Alerts
“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 MoreSeptember 20, 2013 Thoughtful Pay Alerts