October 5, 2018 Thoughtful Pay Alerts
New California Law Promotes Gender Parity on Corporate Boards of Directors
Download a pdf of this article » On September 30, 2018, Governor Jerry Brown signed into law Senate Bill 826, which requires publicly-held corporations with their principal executive offices located in the State of California to have a specified minimum number of female members on their Board of Directors. The new law goes into effect on January 1, 2019 and requires each affected corporation...Read MoreSeptember 26, 2018 Thoughtful Pay Alerts
IRS Issues Initial Guidance on Section 162(m) Revisions
Download a pdf of this article » On August 21, 2018, the Department of the Treasury and the Internal Revenue Service issued Notice 2018-68 Initial Guidance, their initial guidance on the changes made to the $1 million deduction limit of Section 162(m) of the Internal Revenue Code by the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). This guidance clarifies the scope of the changes made by the...Read MoreSeptember 6, 2018 Thoughtful Pay Alerts
Stock Plan Proposals at the Tech 150
Download a pdf of this article » This Thoughtful Pay Alert summarizes our review of the employee stock plan proposals filed with the Securities and Exchange Commission among 150 representative publicly-traded technology companies over the past year, approximately 60% of which are headquartered in the San Francisco Bay Area (the “Tech 150”). Prevalence of Employee Stock Plan Proposals Declined...Read MoreSeptember 4, 2018 Thoughtful Disclosure Alerts
Looming GICS Code Changes To Affect Many Technology Companies
Download a pdf of this article » Changes to the Global Industry Classification Standard (“GICS”) structure announced late last year 2017 to better reflect modern communication activities are set to take effect at the end of September 2018. These changes, which represent the biggest reclassification of companies in the history of GISC, will affect numerous Internet and e-commerce companies,...Read MoreAugust 29, 2018 Thoughtful Disclosure Alerts
Technology Sector Equity Usage Practices
Download a pdf of this article » While equity compensation is a fundamental component of most technology company compensation programs, balancing the tension between fostering an ownership culture (which serves as a direct link between pay and performance) and managing shareholder dilution can be an ongoing challenge. Further, in recent years, institutional shareholders and their advisors have...Read MoreAugust 2, 2018 Thoughtful Pay Alerts
ISS Seeks Input on potential 2019 Voting Policy Updates
Download a pdf of this article » As it does each summer, Institutional Shareholder Services (“ISS”) has published its annual policy survey soliciting input from companies, investors, and other interested parties on potential changes to its voting guideline policies for the 2019 proxy season. The survey is the initial step in its annual global benchmark policy formulation process. ISS uses the...Read MoreJuly 24, 2018 Thoughtful Pay Alerts
“Say on Pay” at the Bay Area Tech 120 – A First Look at 2018
Download a pdf of this article » Now that the traditional proxy season has ended, 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 Section 14A of the Securities Exchange Act of 1934 (as added by the Dodd-Frank Wall Street Reform and Consumer...Read MoreJuly 17, 2018 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 2018. ISS considers a company’s...Read MoreJune 12, 2018 Thoughtful Disclosure Alerts
CEO Pay Ratio Disclosures among Biotechnology and Pharmaceutical Companies
Download a pdf of this article » As the traditional 2018 proxy season draws to a close, we have reviewed the newest executive compensation disclosure item appearing in corporate proxy statements for the first time – the CEO pay ratio. Mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, beginning with proxy statements filed for fiscal years beginning on or after January...Read MoreMay 16, 2018 Thoughtful Disclosure Alerts
CEO Pay Ratio Disclosures at the Tech 150 (Updated)
Download a pdf of this article » With the 2018 proxy season well underway, we have taken a look at the newest executive compensation disclosure item appearing in corporate proxy statements for the first time – the CEO pay ratio. Mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, beginning with proxy statements filed for fiscal years beginning on or after January 1,...Read MoreApril 19, 2018 Thoughtful Pay Alerts
Initial CEO Pay Ratio Disclosures at the Tech 150
Download a pdf of this article » With the 2018 proxy season well underway, it’s time to take a look at the newest executive compensation disclosure item appearing in corporate proxy statements for the first time – the CEO pay ratio. Mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, beginning with proxy statements filed for fiscal years beginning on or after January 1,...Read MoreFebruary 1, 2018 Thoughtful Pay Alerts