August 26, 2010 Thoughtful Pay Alerts
SEC Adopts Final “Proxy Access” Rules
On Wednesday, August 25th, the Securities and Exchange Commission, by a vote of 3-2, adopted rules that will permit long-term significant shareholders to use a company’s proxy materials to nominate their own candidates to serve on the company’s board of directors. While the SEC’s action brings to a close the long and, at times, bitter debate over the propriety of allowing shareholders to...Read MoreAugust 25, 2010 Thoughtful Pay Alerts
The Dodd-Frank Act Executive Compensation Provisions – What You Should be Doing Now
The recent adoption of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which contains several significant new requirements affecting executive compensation programs, has focused the attention – and raised the anxiety levels – of public companies as we head into the fall. It is worth noting, however, that each of these new requirements has its own effective date (or...Read MoreJuly 21, 2010 Thoughtful Pay Alerts
Financial Services Reform Bill Signed into Law
On Wednesday, July 21, 2010, President Barack Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. The legislation, which contains sweeping reforms applicable to the financial services sector, also includes a number of provisions that will affect executive compensation and corporate governance policies and practices. For a summary of these provisions, see our...Read MoreJune 28, 2010 Thoughtful Pay Alerts
Congress Agrees on Executive Compensation Reforms
On Friday, June 25, 2010, the House-Senate conferees agreed on a final version of major financial services reform legislation. The renamed “Dodd-Frank Wall Street Reform and Consumer Protection Act” now goes to the House of Representatives and Senate this week for final approval, with the goal of presenting the bill to President Obama for his signature by the Fourth of July. The 2,300+ page...Read MoreJune 11, 2010 Thoughtful Pay Alerts
Risky Business – A Review of the 2010 Bay Area 150 Pay Risk Disclosures
During the 2010 proxy season, public companies were required to make a number of new corporate governance and compensation-related disclosures in their annual proxy statements. None of these were more problematic – and challenging – than the requirement to discuss the risks arising from a company’s compensation policies and practices for its employees to the extent that these policies and...Read MoreMay 26, 2010 Archived Alerts
Comparing the Executive Compensation Reform Proposals – An Update
On May 20, 2010, the United States Senate approved its proposed legislation to reform the financial services industry, the “Restoring American Financial Stability Act of 2010.” (While the legislation has the same bill number as the legislation approved by the House of Representatives in December 2009, the “Wall Street Reform and Consumer Protection Act of 2009,” the bill’s content reflects the...Read MoreMay 24, 2010 Archived Alerts
Dissecting GRId
In February, RiskMetrics Group, Inc. (“RMG”), the prominent risk management and corporate governance services firm, introduced its Governance Risk Indicators (“GRId”) system, a new tool for assessing the corporate governance-related risks, including compensation-oriented risks, of public companies. GRId replaces RMG’s previous process for evaluating the corporate governance practices of the...Read MoreMay 23, 2010 Archived Alerts
10 Tips for Navigating the ISS Equity Plan Maze
When adopting or amending an employee stock plan, companies must spend considerable time and effort addressing the numerous strategic and design issues – the plan’s purpose and objectives, award types, eligible participants, liquidity alternatives, tax and accounting treatment – that such an undertaking entails. In recent years, an increasingly important aspect of the process has been...Read MoreMarch 31, 2010 Thoughtful Pay Alerts
Comparing the Executive Compensation Reform Proposals
On March 21, 2010, the Senate Committee on Banking, Housing, and Urban Affairs approved the “Restoring American Financial Stability Act of 2010,” as introduced by the Committee’s Chairman, Senator Christopher J. Dodd (D-CT). At this time, the bill reflects the Senate’s primary vehicle for reforming the financial services industry. Like its analog, H.R. 4173, the “Wall Street Reform and...Read MoreFebruary 23, 2010 Archived Alerts
RiskMetrics Introduces New Corporate Governance Tool
RiskMetrics Group, Inc. (“RMG”), the prominent risk management and corporate governance services firm, has introduced a new tool to help investors assess corporate governance-related risks, including compensation-oriented risks, at portfolio companies: Governance Risk Indicators, or GRId. Prompted by the belief that lax corporate governance contributed to the recent global economic recession,...Read MoreJanuary 22, 2010 Thoughtful Pay Alerts
Conducting a Risk Assessment
In the face of the recent global financial crisis, investors have become increasingly concerned about the risk profile of corporate compensation programs. Responding to this widespread anxiety, the Securities and Exchange Commission now requires public companies to address the relationship between their compensation policies and practices and excessive risk-taking in their proxy statement....Read MoreJanuary 6, 2010 Thoughtful Pay Alerts