On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP)...more
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
3/1/2023
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Item 402 ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Preface
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more
On December 14, 2018, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Compensation Policies effective for shareholder meetings occurring on or after February 1,...more
On August 21, 2018, the Treasury Department and the Internal Revenue Service (IRS) issued Notice 2018-68, which provides eagerly awaited guidance for changes that were made to Section 162(m) of the Internal Revenue Code...more
8/23/2018
/ CEOs ,
CFOs ,
Compensation & Benefits ,
Covered Employees ,
Deferred Compensation ,
Employee Benefits ,
Employment Contract ,
Executive Compensation ,
Grandfathering Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Pay-for-Performance ,
Proposed Guidance ,
Publicly-Traded Companies ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Vesting
On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the Internal Revenue Code (Code)...more
1/5/2018
/ CEOs ,
CFOs ,
Deferred Compensation ,
Executive Compensation ,
Internal Revenue Code (IRC) ,
Nasdaq ,
NYSE ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Retirement Plan ,
Section 16 ,
Section 162(m) ,
Securities Exchange Act ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Trump Administration
Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more
11/21/2017
/ Board of Directors ,
Climate Change ,
Director Compensation ,
Diversity ,
Executive Compensation ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Pay-for-Performance ,
Pledges ,
Proxy Season ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Shareholder Rights ,
Shareholder Votes ,
Special Purpose Acquisition Companies (SPACs)
If enacted, the newly proposed Tax Cuts and Jobs Act would effectively put an end to many of the most widely used forms of executive compensation:
- Deferred compensation and stock options would disappear.
- Use of...more
11/3/2017
/ Corporate Counsel ,
Deferred Compensation ,
Employee Benefits ,
Executive Compensation ,
Pay-for-Performance ,
Performance Incentives ,
Proposed Legislation ,
Retirement Plan ,
Severance Pay ,
Stock Options ,
Tax Cuts ,
Tax Reform ,
Trump Administration
The Trump administration’s proposed overhaul of the federal income tax system includes a reduction of the maximum federal corporate income tax rate from 35 percent to 15 percent. If enacted, the proposal — a one-page outline...more
6/20/2017
/ Corporate Taxes ,
Defined Benefit Plans ,
Employer Contributions ,
Executive Compensation ,
Internal Revenue Code (IRC) ,
Pay-for-Performance ,
Performance Incentives ,
Say-on-Pay ,
Section 162(m) ,
Tax Deferral ,
Tax Rates ,
Tax Reform ,
Trump Administration