June 30, 2015 Thoughtful Pay Alerts
ISS Issues Mid-Year Reminder about Updating Compensation Peer Group
Institutional Shareholder Services (“ISS”) has issued its mid-year reminder inviting companies to update their self-constructed compensation peer groups for consideration as part of its review of your executive compensation program during the remainder of 2015. ISS uses a company’s self-selected compensation peer group as a key input in developing the peer group that it uses to evaluate the...Read MoreMay 20, 2015 Thoughtful Pay Alerts
SEC’s Proposed “Pay versus Performance” Disclosure Rules Likely to Present Numerous Challenges
In April, the SEC proposed amendments to its rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the provision requiring public companies to disclose the relationship between their named executive officer compensation and their financial performance. The proposed amendments, which contemplate a combination of tabular and narrative (or graphic)...Read MoreMay 15, 2015 Thoughtful Pay Alerts
Protecting Your Director Compensation Decisions from Claims of “Excessive Pay”
A recent case in the Delaware Court of Chancery serves as a sharp reminder that decisions involving director compensation may not be protected by the “business judgment” rule because directors are inherently conflicted when setting their own pay. As a result, board compensation committees should review their processes and disclosure around director compensation to minimize the risk of claims...Read MoreMay 5, 2015 Thoughtful Pay Alerts
SEC Proposes Rules to Implement Pay versus Performance Disclosure Requirement
The Securities and Exchange Commission has taken action on another significant executive compensation-related provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act, proposing rules to implement Section 953(a) of the Act, which requires public companies to disclose the relationship between their named executive officer compensation and their financial performance. On April...Read MoreApril 23, 2015 Thoughtful Pay Alerts
Avoiding the $1 Million Tax Trap – New Section 162(m) Regulations Affect Use of RSUs by IPO-Companies
On March 31, 2015, the Internal Revenue Service adopted final regulations under Section 162(m) of the Internal Revenue Code with important implications for the use of restricted stock unit (“RSU”) awards following a company’s initial public offering. This Thoughtful Pay Alert summarizes the requirements of these final regulations as they apply to newly-public companies which either use or are...Read MoreJanuary 8, 2015 Thoughtful Pay Alerts
“Say on Pay” at the Bay Area Tech 120 – A Final Look at 2014
Now that 2014 has drawn to a close, it’s time to take a look at the 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 the Dodd-Frank Wall Street Reform and Consumer Protection Act. The fourth year of Say-on-Pay, 2014 was notable as the initial year for companies that opted in 2011 to...Read MoreJanuary 8, 2015 Thoughtful Pay Alerts
“Say on Pay” at the Life Sciences 80 – A Final Look at 2014
As the traditional annual meeting season drawing to a close, 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 the Dodd-Frank Wall Street Reform and Consumer Protection Act. 2014 was notable as the initial year for companies that opted in 2011 to...Read MoreJanuary 8, 2015 Thoughtful Pay Alerts
“Say on Pay” at the Bay Area Tech 120 – A Final Look at 2014
Now that 2014 has drawn to a close, it’s time to take a look at the 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 the Dodd-Frank Wall Street Reform and Consumer Protection Act. The fourth year of Say-on-Pay, 2014 was notable as the initial year for companies that opted in 2011 to...Read MoreNovember 14, 2014 Thoughtful Pay Alerts
ISS Issues 2015 Policy Updates
Institutional Shareholder Services (“ISS”) has updated its U.S. corporate governance benchmark policy guidelines for 2015. This year’s updates cover one significant compensation-related item – a new “scorecard” approach to evaluate employee stock plan proposals. These changes will be reflected in the corporate governance and executive compensation policies that ISS will use to determine...Read MoreNovember 14, 2014 Thoughtful Pay Alerts
ISS Issues Reminder about Updating Peer Group Ahead of 2015 Proxy Season
Institutional Shareholder Services is inviting companies to update their self-constructed compensation peer groups in connection with its review of their executive compensation program during the 2015 proxy season. ISS uses a company’s self-selected compensation peer group as a key input in developing the peer group that it uses to evaluate the alignment of the company’s CEO pay and financial...Read MoreOctober 28, 2014 Thoughtful Pay Alerts
ISS to Launch Governance QuickScore 3.0 in November
Institutional Shareholder Services (“ISS”) announced that it will launch Governance QuickScore 3.0, the latest version of its corporate governance risk assessment tool for Russell 3000 companies in the United States and certain companies in other countries, in late November. QuickScore 3.0 will reflect a revised methodology for evaluating four key risk-related areas, and be automatically...Read MoreOctober 20, 2014 Archived Alerts