July 9, 2012 Thoughtful Pay Alerts
SEC Issues Final Rules for Compensation Committee and Adviser Independence Standards
On June 20, 2012, the Securities and Exchange Commission adopted final rules directing the national securities exchanges to amend their listing standards to require public companies to satisfy new independence requirements for their board compensation committees to maintain their listing status. The final rules are substantially similar to the proposed rules originally issued by the SEC on...Read MoreJuly 6, 2012 Thoughtful Pay Alerts
"Say on Pay" at the Bay Area 150 – A First Look at Year Two
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 continues to be the focal point of the 2012 proxy season. Now in its second year, the Say-on-Pay Vote has become the “report card” on the effectiveness of a...Read MoreJune 29, 2012 Thoughtful Pay Alerts
Newly-Public Companies and the ISS "Pay for Performance" Analysis
In 2011, Institutional Shareholder Services (“ISS”), the prominent corporate governance advisory services firm, made significant revisions to its CEO “pay for performance” analytics as part of its updates to its U.S. corporate governance policies for the 2012 proxy season. ISS is applying this revised analysis primarily in formulating its voting recommendation for...Read MoreMay 10, 2012 Thoughtful Pay Alerts
Executive Long Term Incentives: Making the Jump to Market Stock Units
Historically, technology companies have relied heavily on stock options to deliver executive long-term incentives. Many entrepreneurs and investors view options as the ultimate “pay-for-performance” vehicle, and employees in Silicon Valley have become accustomed to receiving these awards regardless of their rank, tenure, or title. Recently, however, we’ve seen a notable...Read MoreApril 10, 2012 Thoughtful Pay Alerts
The JOBS Act and Executive Compensation
On Thursday, April 5, 2012, President Obama signed into law H.R. 3606, the “Jumpstart Our Business Startups (“JOBS”) Act.” Primarily aimed at stimulating capital-raising transactions by small, developing businesses, the Act also contains provisions that (i) simplify the executive compensation compliance and disclosure requirements for certain growth-oriented companies...Read MoreJanuary 19, 2012 Thoughtful Pay Alerts
10 Tips for Enhancing Your 2012 Executive Compensation Disclosure
With the first year of mandatory Say-on-Pay votes now in the books, companies are turning to their 2012 proxy statements and the preparation of their executive compensation disclosure. As predicted, the shareholder advisory vote on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act had a dramatic impact on these disclosures in 2011 triggering...Read MoreNovember 30, 2011 Archived Alerts
ISS Issues 2012 Policy Updates
Institutional Shareholder Services, the prominent corporate governance advisory services firm, has updated its U.S. corporate governance policies for 2012. In the aftermath of the first proxy season involving a mandatory shareholder advisory vote on executive compensation (the so-called “Say-on-Pay” vote), this latest annual update addresses several significant matters, including a revised...Read MoreOctober 28, 2011 Archived Alerts
ISS Previews 2012 Policy Updates
Institutional Shareholder Services, the prominent corporate governance advisory services firm, has published a preview of certain of its likely corporate governance policies for U.S. companies for 2012. Although it is not a comprehensive summary of all of the policy changes that may apply in 2012, the preview highlights several important items for technology and life sciences companies,...Read MoreSeptember 14, 2011 Thoughtful Pay Alerts
Employee Stock Plan Proposals at the Bay Area 150
Even with the spotlight clearly focused on the new shareholder advisory votes on executive compensation (“Say-on-Pay”) during the 2011 proxy season, it was another bountiful year for employee stock plan proposals (that is, proposals to either adopt a new employee stock plan or increase the share reserve for an existing plan) within the public technology company community. As in prior years,...Read MoreJuly 25, 2011 Thoughtful Pay Alerts
Court Strikes Down SEC “Proxy Access” Rule
Without a doubt, the most closely watched item of the 2011 proxy season has been the two shareholder advisory votes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act – the non-binding advisory vote on the executive compensation program (the so-called “Say-on-Pay Vote”) and the non-binding advisory vote on the preferred frequency (one, two, or three years) of future...Read MoreJuly 25, 2011 Thoughtful Pay Alerts
Court Strikes Down SEC “Proxy Access” Rule
On Friday, July 22, 2011, the United States Court of Appeals for the D.C. Circuit issued its opinion in the case of Business Roundtable and Chamber of Commerce vs. Securities and Exchange Commission vacating the SEC’s so-called “proxy access” rule. This rule, which was adopted by a 3–2 vote of the Commission in August 2010, would have permitted a shareholder (or group of shareholders)...Read MoreApril 5, 2011 Thoughtful Pay Alerts