Pay-for-Performance Executive Compensation

News & Analysis as of

FASB Updates for 2016 Financial Statements Could Impact Permissible Adjustments under Code Section 162(m)

IRC Section 162(m) provides that a public company may not deduct annual compensation paid to a “covered employee” in excess of $1,000,000 per year, other than certain “qualified performance-based compensation.” For these...more

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016

Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more

"SEC Moves to Complete Final Rules for Executive Compensation Disclosures"

Public companies should start preparing for the new executive compensation disclosures mandated by the Dodd-Frank Act as the Securities and Exchange Commission (SEC) moves to complete these rulemakings in the next year. The...more

2015 End of Year Plan Sponsor “To Do” List (Part 3) Executive Compensation

As 2015 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. This year we are presenting our “To Do” Lists in three separate Employee Benefits Updates....more

Prepping for Proxy Season

Every year about this time calendar-year-end companies should begin to prepare for the coming proxy season by looking back on lessons learned this year, considering recent SEC rulemaking and evaluating latest governance...more

Dodd-Frank Executive Compensation Update: SEC Adopts CEO Pay Ratio Disclosure Rules

The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

Blog: Is TSR Really The Best Performance Metric?

While TSR (total shareholder return) is increasingly used a performance metric for executive compensation, a study by Cornell University and Pearl Meyer, an executive compensation consultant, showed no real correlation to...more

Final Section 162(m) Regulations Clarify Exceptions to $1 Million Deduction Limit

Section 162(m) of the Internal Revenue Code ("Section 162(m)") limits the tax deduction that a publicly held corporation may take with respect to compensation paid to each of the corporation's chief executive officer and its...more

Know Your Limits! Section 162(m) and Excess Equity Grants

In the past few years there has been an uptick in stockholder derivative litigation related to equity compensation granted to named executive officers that exceed the plan share limits. The claims against the companies...more

Alert: SEC Proposes Long-Awaited Compensation Clawback Rule

On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more

A Plain English Guide to the SEC's Compensation Clawback Rules

As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more

SEC Proposes Rules on Clawback Policies & Other Dodd-Frank Act Executive Compensation Updates - July 2015

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank” or the “Act”) includes a number of measures focused on governance and disclosure practices related to executive compensation. Although...more

SEC Proposes Rules Mandating Executive Compensation “Clawback” Policies

On July 1, 2015, the Securities and Exchange Commission (the SEC) proposed new rules that would mandate U.S. stock exchanges to establish and enforce standards requiring listed companies to adopt compensation recovery...more

SEC Proposes Rules Requiring Companies to Adopt, Disclose, and Comply With Clawback Policies on Erroneously Awarded Executive...

On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a long-awaited release (Proposing Release) proposing rules that would direct the national securities exchanges to establish listing standards requiring...more

Blog: More Than Half Of Poll Respondents Plan To Disclose “More Than The Minimum” Under Pay-Versus-Performance Rules

A poll conducted by compensation consultant Towers Watson in the course of its webcast on the SEC’s proposed pay-versus-performance disclosure rules revealed that, if the rules are adopted, more than half of the respondents...more

SEC Proposes Pay for Performance Rules

The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more

SEC Proposes Pay-for-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) proposed a new rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require public companies to disclose the relationship between...more

SEC Proposes New Pay-Versus-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (the “SEC”) proposed new rules that would require most publicly traded companies to describe in detail the relationship between their financial performance and their...more

Pay-Versus-Performance: SEC's Proposed Rules

On April 29, the SEC proposed rules that would require most publicly traded companies to describe in detail the relationship between their financial performance and executive compensation actually paid. HIGHLIGHTS...more

Pay For Performance Table and Best Proxy Disclosure

The SEC recently released its proposed "pay for performance" rules under one of the last remaining executive compensation requirements mandated by the Dodd-Frank Act. This new "pay for performance" rule requires companies1 to...more

SEC Approves Proposed Rules for Executive Compensation

On April 29, 2015, the Securities and Exchange Commission (SEC) narrowly approved proposed rules requiring certain reporting companies to disclose the relationship between pay to named executive officers and performance by...more

Alert: SEC Proposes New Rules on Pay Versus Performance When "Compensation Actually Paid" is Not Compensation Actually Paid and...

On April 29, 2015, the SEC voted to propose rules requiring public companies to disclose the relationship between compensation actually paid and company financial performance. The proposal comes almost five years after the...more

Small Business Securities Bulletin: SEC Proposed Pay-Versus-Performance Disclosure Rules

A periodic bulletin keeping small businesses informed about current developments in securities law and related matters. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and...more

ISS Reports on Compensation Trends

ISS has issued a report on compensation trends incorporating data so far from this year’s proxy filings. According to ISS: - The most significant trend continuing in 2015 has been the move to performance-based pay,...more

SEC Proposes Pay-Versus-Performance Disclosure Rules

The Securities and Exchange Commission (SEC) recently issued its long-awaited proposal for "pay-versus-performance" disclosure. The proposed rules would implement the requirements of Section 953(a) of the Dodd-Frank Wall...more

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