Publications

Director Compensation Litigation – A Mid-Year Update

Since last year’s decision in the Delaware Court of Chancery (Calma v. Templeton et al.) reaffirming the principle that director compensation may not be protected by the “business judgment” rule because directors are inherently conflicted when setting their own pay (see our Thoughtful Pay Alert, Protecting Your Director Compensation Decisions from Claims of “Excessive Pay”), much has happened...Read More

Disclosing Personal Security Arrangements

In recent years, the confluence of a growing global economy and turbulent geopolitical events has led many companies to provide extensive security arrangements for their executives. And while most organizations firmly believe that these arrangements serve a legitimate corporate purpose – ensuring the safety of their key decision-makers and their families, the SEC considers these expenditures...Read More

ISS Issues Mid-Year Reminder about Updating Compensation Peer Group

Institutional Shareholder Services (“ISS”) once again has issued its 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 during the remainder of 2016. ISS considers a company’s self-selected compensation peer group as one of the key inputs in developing the peer group that...Read More

Revisiting Relative TSR

Over the last several years, we have witnessed a dramatic increase in the prevalence of equity awards with vesting tied to relative total shareholder return (“TSR”). Although relative TSR performance shares only emerged as an equity compensation alternative within the last decade, they are now widely used. Our own client experience as well as broader market research suggests that relative TSR...Read More

Congressional Committee Debates Proxy Advisor Reform Bill

On May 17th of this year, the House Financial Services Committee held a hearing to review three legislative proposals intended to improve the U.S. economy. Chief among these proposals was a draft bill to regulate proxy advisory firms (the “Proxy Advisory Firm Reform Act of 2016”). The two sponsors of the bill, Representative Sean Duffy (R-Wisconsin) and Representative John Carney (D-Delaware),...Read More

Disclosing Personal Aircraft Use

With this Thoughtful Disclosure Alert, we are launching a new series of articles discussing the more common disclosure questions facing technology and life sciences companies when preparing the executive compensation information to be included in their definitive proxy statements. Look for additional Thoughtful Disclosure Alerts in the weeks ahead. While the receipt of perquisites and other...Read More

“Say on Pay” at the Bay Area Tech 120 – A Final Look at 2015

Now that 2015 has drawn to a close, it’s time to take a look at that 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. 2015, the fifth year of Say-on-Pay, was notable for the high number of companies in the Bay Area...Read More

“Say on Pay” at the Life Sciences 80 – A Final Look at 2015

Before we turn our full attention to the upcoming 2016 proxy season, it’s time to take a final look at the results for the 2015 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. 2015 has been notable for the generally high level of...Read More

ISS Updates Burn Rate Tables for 2016 Proxy Season

Earlier this month, Institutional Shareholder Services, the prominent corporate governance advisory services firm, updated its “burn rate” tables, which influence its voting recommendations on equity plan proposals. In recent years, burn rate levels in certain industry sectors have fluctuated significantly, making this an increasingly important area for technology and life sciences companies...Read More

ISS Issues 2016 Policy Updates

Institutional Shareholder Services (“ISS”) has updated its U.S. corporate governance benchmark policy guidelines for 2016. This year’s updates contain one significant compensation-related item, which applies only to companies with external managers (that is, companies which are overseen by a third-party management firm) and some refinements to ISS’ equity plan proposal voting guidelines....Read More

ISS Issues Reminder about Updating Peer Group Ahead of 2016 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 2016 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 More

Employee Stock Plan Proposals at the Bay Area Tech 120

It was another active year for employee stock plan proposals among the 120 largest publicly-traded technology companies primarily headquartered in the San Francisco Bay Area (“the Bay Area Tech 120”). As in prior years, we have compiled the voting results and related information from the 2015 proxy season of proposals to either adopt a new employee stock plan or increase the share reserve for...Read More