January 9, 2024 Thoughtful Pay Alerts
Issues 2024 Benchmark Voting Policy Updates, Compensation and Equity Plan FAQs And Burn Rate Tables
Download a pdf of this article » In December 2023, Institutional Shareholder Services (“ISS”) published its annual updates to its U.S. benchmark voting policy guidelines for the 2024 proxy season, and updated several supplemental documents that elaborate on its U.S. executive compensation benchmark policy guidelines for 2024. These documents include Frequently Asked Questions (“FAQs”)...Read MoreJanuary 4, 2024 Thoughtful Pay Alerts
On the Compensation Committee’s 2024 Agenda: Human Capital Updates
Download a pdf of this article » In recent years, in line with investors’ rising interest in understanding companies’ human capital practices, many compensation committees’ remits expanded meaningfully to include a range of human capital matters, from oversight of employee engagement to measuring progress against human capital metrics contained in incentive plans, to name just two...Read MoreDecember 6, 2023 Thoughtful Disclosure Alerts
ISS Solicits Comment on 2024 Benchmark Voting PolicyUpdates; No U.S. Policy Updates Likely
Download a pdf of this article » Last week, Institutional Shareholder Services Governance (“ISS”) closed its public comment period on potential updates to its benchmark voting policies for the 2024 proxy season. Unlike prior years, ISS did not seek comment on any changes to its proxy voting guidelines covering U.S. corporate governance or executive compensation matters. ISS anticipates that it...Read MoreNovember 28, 2023 Thoughtful Disclosure Alerts
Glass Lewis Publishes Updates to 2024 U.S. Voting Policy Guidelines
Download a pdf of this article » Glass, Lewis & Co. (“Glass Lewis”) recently published updates to its benchmark voting policy guidelines for U.S. companies, applicable to annual meetings of shareholders held starting January 1, 2024. In addition to various governance-related policy revisions and clarifying amendments to existing guidelines, Glass Lewis has made significant updates to...Read MoreNovember 16, 2023 Thoughtful Pay Alerts
Updating Proxy Advisor Peer Groups Ahead of 2024 Proxy Season
Download a pdf of this article » Institutional Shareholder Services (“ISS”) is inviting companies to update their self-constructed compensation peer groups in connection with its review of their executive compensation program during the 2024 proxy season. To update your compensation peer group, you must submit your information to ISS between 9:00 a.m. (ET) Monday, November 20, 2023 and...Read MoreOctober 24, 2023 Thoughtful Disclosure Alerts
“Pay Versus Performance” Disclosures in the Technology and Life Sciences Sectors
Download a pdf of this article » As we begin to move towards the end of 2023, we have taken a closer look at the newest executive compensation disclosure item appearing in proxy statements for the first time this year – the “pay-versus-performance” table and related information. Mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, beginning with definitive proxy...Read MoreOctober 23, 2023 Thoughtful Pay Alerts
Preparing for the Expiration of an Equity Plan “Evergreen” Feature
Download a pdf of this article » In connection with their IPO, greater than 90% of technology and life sciences companies adopt equity compensation plans that contain an “evergreen” provision. These provisions provide for an automatic increase in the number of shares available for issuance under the plan (with a typical initial share pool of 8% to 12% of outstanding shares and a 4% to 5%...Read MoreAugust 22, 2023 Thoughtful Pay Alerts
Evaluating the New “Pay Versus Performance” Disclosures
Download a pdf of this article » With the peak of the 2023 proxy season behind us, it’s possible to begin to take stock of the new “pay-versus-performance” disclosures that have appeared in definitive proxy statements during the first half of the year. Intended to provide investors and other stakeholders with a more comprehensive understanding of the relationship between executive...Read MoreAugust 18, 2023 Thoughtful Pay Alerts
Adding Performance Stock Unit Awards to Your Long-Term Incentive Compensation Program
Download a pdf of this article » As a newly-public technology or life sciences company matures, it is customary to eventually expand its long-term incentive compensation program to include performance-based awards. Typically, this development is expected by the company’s institutional shareholders as a way of more effectively aligning their interests with the interests of the company’s...Read MoreJune 27, 2023 Thoughtful Pay Alerts
ISS Issues Mid-Year Reminder about Updating Compensation Peer Group
Download a pdf of this article » Institutional Shareholder Services (“ISS”) has issued its annual mid-year reminder inviting companies to update their self-constructed compensation peer groups for consideration as part of its review of their executive compensation program in connection with Annual Meetings of Shareholders to be held during the remainder of 2023. ISS considers a company’s...Read MoreJune 21, 2023 Thoughtful Pay Alerts
Transitioning from Emerging Growth Company Status – What Comes Next?
Download a pdf of this article » Since its creation as part of the Jumpstart Our Business Startups (“JOBS”) Act in 2012, the classification of small technology and life sciences companies as “emerging growth companies,” or “EGCs,” has been a resounding success, with hundreds of companies taking advantage of its “test the waters” process to conduct an IPO and relaxed reporting requirements as a...Read MoreJune 19, 2023 Thoughtful Pay Alerts