Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently updated its Executive Compensation Policy Frequently Asked Questions (“FAQs”). A full link to the ISS guidance can be found here....more
1/8/2025
/ Clawbacks ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Institutional Shareholder Services (ISS) ,
Performance Standards ,
Proxy Season ,
Shareholders
As 2024 comes to an end, we are pleased to present our traditional End-of-Year Plan Sponsor “To Do” Lists. This year, we present our “To Do” Lists in four separate SW Benefits Updates. Part 1 addressed health and welfare plan...more
On October 11, 2024, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, updated their Equity Compensation Policies Frequently Asked Questions (“FAQs”) to define what it means for a clawback policy...more
As 2023 comes to an end, we are pleased to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our To Do Lists in four separate SW Benefits Updates. Part 1 covered health and welfare plan...more
12/18/2023
/ 10b5-1 Plans ,
Benefit Plan Sponsors ,
Clawbacks ,
Consumer Protection Act ,
Deferred Compensation ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Form 10-Q ,
Incentive Stock Options ,
Institutional Shareholder Services (ISS) ,
Section 409A ,
Securities and Exchange Commission (SEC) ,
Tax Cuts and Jobs Act ,
Year-End Planning
Given recent declines in equity value in a variety of segments of the economy (technology in particular), a number of clients have asked us what levers are available for retaining talent. While they are rare and while we...more
Section 409A, the provision of the Internal Revenue Code that regulates the time and form of payment of nonqualified deferred compensation, contains a helpful exception for “short-term deferrals.” Specifically, Section 409A...more
As is tradition, we are happy to present our End of Year Plan Sponsor “To Do” Lists. We are publishing our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end health and welfare plan issues, Part...more
As 2020 comes to an end, we are happy to present our traditional End of Year Plan Sponsor “To Do” Lists. We are publishing our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end health and...more
11/23/2020
/ Compensation & Benefits ,
Coronavirus/COVID-19 ,
Deferred Compensation ,
Employee Benefits ,
Employee Stock Purchase Plans ,
Equity Compensation ,
Executive Compensation ,
Incentive Stock Options ,
IRS ,
Proposed Regulation ,
Publicly-Traded Companies ,
Section 409A ,
Tax Cuts and Jobs Act
As we previously reported in prior S&W Benefits Updates (links below), the executive compensation related challenges presented to management and corporate boards from COVID-19 are significant. Among other considerations,...more
We are pleased to present our annual End of Year Plan Sponsor “To Do” Lists. This year, we present our “To Do” Lists in four separate Employee Benefits Updates. This Part 1 covers year-end health and welfare plan issues....more
9/28/2020
/ Affordable Care Act ,
Anti-Discrimination Policies ,
Benefit Plan Sponsors ,
COBRA ,
Compensation & Benefits ,
Coronavirus/COVID-19 ,
Cost-of-Living Adjustment (COLA) ,
Department of Labor (DOL) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employer Group Health Plans ,
Executive Compensation ,
Families First Coronavirus Response Act (FFCRA) ,
HDHP ,
Health Insurance Portability and Accountability Act (HIPAA) ,
IRS ,
MHPAEA ,
Retirement Plan ,
Trump Administration ,
Year-End Tax Planning
As we previously reported in prior SW Benefits Updates, the challenges presented to management and corporate boards from COVID-19 are significant. Among other considerations, companies might adjust 2020 performance goals,...more
As a general matter, deferral elections under non-qualified deferred compensation plans (“NQDCs”) cannot be cancelled unless a NQDC plan participant incurs an “unforeseeable emergency” or “disability” as each such term is...more
As noted in a prior S&W Benefits Update, the spread of COVID-19 is impacting executive compensation programs in a meaningful way. Among other approaches, our update suggested that management and their corporate boards might...more
As noted in my S&W Benefits Update from Tuesday, Glass Lewis (“GL”) recently provided guidance on its approach to balancing management and board executive compensation decisions in response to the COVID-19 pandemic. Yesterday...more
The spread of COVID-19 is having an unimaginable impact on all facets of life, including our economy. While executive compensation programs might not be the most pressing issue facing corporate boards right now, volatility in...more
I previously blogged about certain compensation related updates to ISS’ proxy voting guidelines for 2020. With proxy season in full swing, I wanted to highlight some important compensation related changes to the Glass Lewis...more
As 2019 comes to an end, we are happy to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end health and...more
12/16/2019
/ Benefit Plan Sponsors ,
Best Practices ,
Board of Directors ,
Corporate Governance ,
Deferred Compensation ,
Employee Stock Purchase Plans ,
Equity Compensation ,
Executive Compensation ,
Incentive Stock Options ,
Section 162(m) ,
Section 409A ,
Stock Options ,
Year-End Compliance Checklist ,
Year-End Planning ,
Year-End Tax Planning
As reported in prior blogs, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, uses a proprietary “Equity Plan Scorecard” approach to evaluate public company equity compensation plans and will...more
On June 17th the Department of Labor finalized a set of proposed regulations requiring that all “top hat” plan statements be filed with the Department electronically though this website. As brief background, a “top hat”...more
As reported in Part 4 of our 2018 End of Year Plan Sponsor “To Do” List, Section 6039 of the Code requires employers to provide a written information statement to each employee or former employee and file information returns...more
On August 21, 2018, the IRS released Notice 2018-68 (“Notice”) providing its initial guidance on the Tax Cuts and Jobs Act (“Act”) transition rule for changes made to Section 162(m) of the Internal Revenue Code of 1986, as...more
9/13/2018
/ Contract Terms ,
Corporate Taxes ,
Covered Employees ,
Executive Compensation ,
Hiring & Firing ,
Initial Public Offering (IPO) ,
IRS ,
New Guidance ,
Publicly-Traded Companies ,
Section 162(m) ,
Tax Cuts and Jobs Act
The Tax Cuts and Jobs Act (the “Tax Act”) has significant implications for public company executive compensation plans for tax years beginning after December 31, 2017 and will likely have a considerable impact on the future...more
As 2017 comes to an end, we are happy to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we are publishing our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end...more
11/17/2017
/ Deferred Compensation ,
Employee Stock Purchase Plans ,
Equity Compensation ,
Executive Compensation ,
FASB ,
Incentive Compensation ,
Information Statements ,
Internal Revenue Code (IRC) ,
IRS ,
ISOs ,
Section 162(m) ,
Section 409A
Of the 7% of Russell 3000 companies that received “against” vote recommendations from ISS on their say on pay proposals this 2017 proxy season, some of the cited reasons for the negative vote recommendations from ISS...more
As public companies continue to prepare for the 2017 proxy season, we wanted to provide a final reminder of an executive compensation related item that might require shareholder approval in 2017. As reported in Part 1 of our...more