Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more
The proposals align with the SEC’s recent rule related to the recovery of erroneously awarded incentive compensation.
On February 22, 2023, the Nasdaq Stock Market LLC (Nasdaq) and New York Stock Exchange LLC (NYSE) each...more
3/3/2023
/ Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC)
Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser...more
1/30/2023
/ 10b5-1 Plans ,
Clawbacks ,
Corporate Governance ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation...
...more
11/4/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Financial Restatements ,
GAAP ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The new rules significantly expand required disclosure of the relationship between executive compensation and performance metrics, effective for the 2023 proxy season.
...more
Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters.
This Client Alert offers a summary of the key executive compensation related reminders and...more
1/30/2020
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Severance Agreements ,
Smaller Reporting Companies
Recently issued proposed regulations clarify changes made by the TCJA to the tax deductibility of executive compensation.
Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act...more
1/24/2020
/ Clawbacks ,
Compensation & Benefits ,
Covered Employees ,
Deferred Compensation ,
Executive Compensation ,
Foreign Private Issuers ,
Grandfathering Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Proposed Regulation ,
Publicly-Traded Companies ,
Section 162(m) ,
Securities Exchange Act ,
Tax Cuts and Jobs Act ,
Tax Deductions
Public companies should consider a number of items for 2019, including recent SEC and proxy advisory developments and other perennial executive compensation considerations.
Even as the US government shutdown continues to...more
1/16/2019
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Equity Plans ,
Executive Compensation ,
Hedging ,
Popular ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Smaller Reporting Companies
When designing 2018 compensation plans and proxy disclosure, companies should focus on implications of recent developments, as well as enduring compensation considerations.
2018 brings significant changes to the executive...more
Companies should consider compensation-related changes to ISS policies when preparing for annual meetings on or after February 1, 2017.
Institutional Shareholder Services (ISS) recently released updates to its 2017...more
Will it soon be time to chart a new course in executive compensation?
As a result of the November 8, 2016 election, Republicans will control the Presidency, the Senate and the House of Representatives beginning on...more
Guidance clarifies how to determine the employee population and median employee for the ratio, though questions remain.
The staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) has...more
The SEC has adopted rules requiring companies to disclose the pay ratio between their CEO and median compensated employee.
Last week, the Securities and Exchange Commission (the SEC) adopted final rules requiring...more
Delaware case exposes director compensation to heightened “entire fairness” standard absent adequate stockholder ratification -
The Delaware Court of Chancery recently decided a case that makes it easier for plaintiffs...more