Publications

SEC Adopts CEO Pay Ratio Disclosure Rules

On August 5, 2015, the Securities and Exchange Commission adopted rules implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires public companies to disclose the relationship between the annual total compensation of their Chief Executive Officer and the median of the annual total compensation of all their employees. Five Things Technology...Read More

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

Now that the traditional annual meeting season has drawn 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. So far, 2015 has been notable for the generally high level of...Read More

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

Now that the traditional annual meeting season has drawn 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. So far, 2015 has been notable for the high number of companies...Read More

SEC Proposes Rules to Implement Compensation Recovery (“Clawback”) Requirement

On July 1, 2015, the SEC proposed rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This provision requires the SEC to direct the national securities exchanges to amend their listing standards to require public companies to adopt and disclose their written clawback policy to maintain their listing status. Public comment on the SEC’s proposed rules...Read More

SEC Proposes Compensation Recovery (“Clawback”) Rules

The final remaining executive compensation-related provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring formal rulemaking requires the Securities and Exchange Commission and the national securities exchanges to prohibit the listing of companies that do not adopt and enforce a compensation recovery (“clawback”) policy that applies to the incentive-based...Read More

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 More

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 More

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 More

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 More

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 More

“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 More

“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 More