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February 1, 2018 Thoughtful Pay Alerts
ISS’s 2018 Policy Updates – A Closer Look
Download a pdf of this article » As expected, Institutional Shareholder Services (“ISS”) published several supplemental documents in December that elaborate on the updates to its U.S. executive compensation benchmark policy guidelines for 2018. These documents include Frequently-Asked Questions (updated for both U.S. compensation policies and U.S. equity compensation plans) and a revised...Read MoreJanuary 10, 2018 Thoughtful Pay Alerts
Director Compensation Decision-Making Process Back in the Spotlight
Download a pdf of this article » A recent decision of the Delaware Supreme Court (In re: Investors Bancorp, Inc. Stockholder Litigation) has renewed questions about when decisions by a board of directors concerning its own compensation will be protected by the “business judgment” rule. Weighing in for the first time in over 50 years on the appropriate legal standard to be used where...Read MoreJanuary 4, 2018 Thoughtful Pay Alerts
Bill Regulating Proxy Advisory Firms Approved By House of Representatives
Download a pdf of this article » Largely overshadowed by the recently enacted Tax Cuts and Jobs Act (see our Thoughtful Pay Alert, Impact of New Tax Law on Executive Compensation (December 21, 2017), in later December the House of Representatives approved H.R. 4015, the “Corporate Governance Reform and Transparency Act of 2017” (the “Act”)), which seeks to enhance the protection of investors...Read MoreDecember 21, 2017 Thoughtful Pay Alerts
Impact of New Tax Law on Executive Compensation
Download a pdf of this article » Earlier this week, both the House of Representatives and the Senate approved the final version of the Tax Cuts and Jobs Act, H.R. 1 (the “Act”). The bill now goes to the President for his signature, which will result in its enactment into law. Among other things, the Act permanently reduces the corporate income tax from 35% to 21%, while also lowering the...Read MoreNovember 30, 2017 Thoughtful Pay Alerts
ISS Issues 2018 Policy Updates
Download a pdf of this article » Institutional Shareholder Services (“ISS”) has announced several updates to its U.S. corporate governance benchmark policy guidelines for 2018. This year’s updates contain a pair of potentially significant compensation-related items, one involving its methodology for evaluating executive compensation and the relationship between chief executive officer pay and...Read MoreNovember 16, 2017 Thoughtful Pay Alerts
Proposed Tax Legislation Would Affect Executive Compensation
Download a pdf of this article » In recent weeks, both the House of Representatives and the Senate have taken up tax reform bills that include potential changes to the current federal tax laws governing executive and equity compensation. Last Thursday, November 9th, the House Ways and Means Committee approved its reform bill (H.R. 1, the “Tax Cuts and Jobs Act”) which now has been approved by...Read MoreNovember 15, 2017 Thoughtful Pay Alerts
ISS Issues Reminder about Updating Peer Group Ahead of 2018 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 2018 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, 2017 Thoughtful Pay Alerts
Director Compensation likely to be Target of ISS 2018 Policy Updates
Download a pdf of this article » As it does each fall, Institutional Shareholder Services has published a preview of some of its likely updates to its corporate governance policies for U.S. companies for the 2018 proxy season. Although it is not a comprehensive summary of all of the policy changes that may apply in 2018, the preview highlights a potentially significant item for the Boards of...Read MoreOctober 19, 2017 Thoughtful Pay Alerts
Employee Stock Plan Proposals at the Tech 150
Download a pdf of this article » As in each of the last six years, employee stock plan proposals were plentiful in the technology sector in 2017. This Thoughtful Pay Alert summarizes the results of our review of the definitive proxy materials filed with the Securities and Exchange Commission among 150 representative publicly-traded technology companies primarily headquartered in the San...Read MoreSeptember 29, 2017 Thoughtful Disclosure Alerts
Complying With the CEO Pay Ratio Disclosure Requirement
Download a pdf of this article » This Thoughtful Disclosure Alert has been revised to reflect the guidance issued by the Securities and Exchange Commission on September 21, 2017. Starting in 2018, public companies will be required to disclose in their annual report on Form 10-K and definitive proxy statement the ratio of the median of the annual total compensation of their employees (other...Read MoreSeptember 29, 2017 Thoughtful Disclosure Alerts
The CEO Pay Ratio Rule: Determining Your Employee Population
Download a pdf of this article » This Thoughtful Disclosure Alert has been revised to reflect the guidance issued by the Securities and Exchange Commission on September 21, 2017. Starting in 2018, public companies will be required to disclose in their annual report on Form 10-K and definitive proxy statement the ratio of the median of the annual total compensation of their employees (other...Read MoreSeptember 29, 2017 Thoughtful Disclosure Alerts