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January 8, 2019 Thoughtful Pay Alerts
Perquisite and Executive Benefit Practices in the Technology Sector
Download a pdf of this article » Whether a result of the egalitarian culture in which many of these companies were founded, or simply a by-product of the current investor and regulatory environment which frowns on excessive personal benefits provided at shareholders’ expense, perquisites and other personal benefits tend to represent a nominal portion of the pay packages of most executives at...Read MoreDecember 18, 2018 Thoughtful Pay Alerts
IRS Issues Initial Guidance on Deferral of Private Company Equity Awards
Download a pdf of this article » On December 7, 2018, the Department of the Treasury and the Internal Revenue Service issued Notice 2018-97, their initial guidance on Section 83(i) of the Internal Revenue Code, the provision allowing for the deferral of income from the exercise of stock options or the vesting of restricted stock unit (“RSU”) awards granted by certain private companies. Section...Read MoreDecember 4, 2018 Thoughtful Pay Alerts
ISS Issues 2019 Benchmark Policy Updates
Download a pdf of this article » Institutional Shareholder Services (“ISS”) has announced the updates to its U.S. benchmark voting policy guidelines for 2019. Of the two possible significant policy changes that ISS previewed in October, only one has been adopted for the 2019 proxy season – a new policy that will trigger an unfavorable recommendation for the chair of the Board nominating...Read MoreNovember 14, 2018 Thoughtful Pay Alerts
ISS Issues Reminder about Updating Peer Group Ahead of 2019 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 2019 proxy season. ISS considers a company’s self-selected compensation peer group to be one of the key inputs in developing the peer group that it uses to...Read MoreNovember 2, 2018 Thoughtful Pay Alerts
Glass Lewis Publishes Updates to 2019 U.S. Voting Policy Guidelines
Download a pdf of this article » Glass Lewis & Co., Inc., the corporate governance advisory services firm, has published the updates that it has made to its voting policy guidelines on executive compensation for U.S. companies for the 2019 proxy season. Among the various updates, Glass Lewis will generally recommend against the re-election of the Nominating Committee chair of the Board of...Read MoreOctober 23, 2018 Thoughtful Pay Alerts
ISS 2019 Policy Updates May Affect Board Gender Diversity and Pay-for- Performance Methodology
Download a pdf of this article » ISS 2019 Policy Updates May Affect Board Gender Diversity and Pay-for-Performance Methodology As it does each fall, Institutional Shareholder Services (“ISS”), the corporate governance advisory services firm, has published a preview of some of the likely updates to its corporate governance policies for U.S. companies for the 2019 proxy season. Although it is...Read MoreOctober 17, 2018 Thoughtful Pay Alerts
GICS Code Changes Will Affect Many Technology Companies
Download a pdf of this article » This Thoughtful Pay Alert has been revised to reflect the Frequently-Asked Questions and Answers on the GICS Code 5020 Implementation published by Institutional Shareholder Services, Inc. on September 20, 2018. Changes to the Global Industry Classification Standard (“GICS”) structure announced late last year to better reflect modern communication activities...Read MoreOctober 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