Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast
December 1st Deadline to Adopt Executive Compensation Clawback Policies — The Consumer Finance Podcast
PODCAST: Williams Mullen's Benefits Companion - Using Equity Incentives to Attract and Retain Key Team Members
Nowotny on Death and Taxes Episode 6 Surfs Up Dude! High Tech Tax Solutions for High Tech Workers
Executive Compensation Packages – Interview with David Lagasse, Member, Mintz Levin
On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more
Success is not just an elusive goal – it can also be difficult to maintain once achieved. For majority owners in private companies, achieving success is just the first hurdle, because once they arrive at this pinnacle, they...more
On December 13, 2024, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Executive Compensation Policies effective for shareholder meetings occurring on or after...more
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
In 2024, the U.S. federal bank regulators were extremely active, with initiatives ranging from antitrust and capital to proposals regarding controlling shareholders and incentive-based compensation. Climate issues and...more
Private equity (PE) sponsors often provide incentives to founders, equity holders, employees, directors, and officers of portfolio companies in the form of rollover equity or incentive equity to align their interests with...more
There’s been a lot of attention lately to the use of ESG metrics as incentives in executive compensation, perhaps because the concept of ESG has become something of a lightning rod in the political landscape—particularly...more
On this episode of “Just Compensation,” Andrew Graw, Megan Monson, and Jessica I. Kriegsfeld talk about equity plan considerations for public companies. They address various drafting considerations that are specific to public...more
Parties facing these issues often propose a MIP reset to realign management’s interests with those of the original (and, if applicable, new) sponsor until the eventual full exit. MIP resets have long been used to rescue...more
As you know, in 2022, the SEC adopted a new clawback rule, Exchange Act Rule 10D-1, which directed the national securities exchanges to establish listing standards requiring listed issuers to adopt and comply with a clawback...more
In 2022, after seven years of marinating on the SEC’s long-term agenda, the SEC adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. The rules directed the national securities exchanges to establish...more
In a competitive talent market, companies are reevaluating executive compensation packages to attract and retain top leadership. Compensation generally includes a base level of compensation combined with some form of...more
In this episode of The Consumer Finance Podcast, Chris Willis delves into the renewed focus on incentive compensation by federal financial regulators. Joined by colleagues Sheri Adler and Jina Davidovich from the Employee...more
The proposal seeks to make executive compensation arrangements more sensitive to risk and would require complex risk management programs to ensure compliance....more
The Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), the Federal Housing Finance Agency (FHFA) and the National Credit Union Administration (NCUA) recently re-proposed rules...more
On January 31, 2024, in Mehra v. Boston Globe Media Partners, LLC, a Massachusetts Superior Court judge held that a percent-of-profit incentive payment under a profit-sharing scheme is not a commission subject to the...more
Process still matters. That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk. The court rescinded the incentive package mainly...more
In March 2023 there were two days of speeches from the DOJ which added to the compliance complexity. The speeches were made by Deputy Attorney General (DAG) Lisa Monaco (2023 Monaco Speech) and Assistant Attorney General...more
Compensation clawbacks can raise difficult, and often adverse, tax issues for employees and other service providers. Specifically, for clawbacks that are effected on a gross (pretax) basis, questions arise as to how the...more
By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more
Companies listed on the New York Stock Exchange (NYSE) and Nasdaq have until Dec. 1, 2023, to adopt clawback policies that comply with the listing standards mandated by the Securities and Exchange Commission (SEC) in Rule...more
In today’s episode of “Just Compensation,” Kate Basmagian, partner in Lowenstein’s Capital Markets & Securities group and chair of the firm's ESG group; Christine Osvald-Mruz, partner in the Employee Benefits & Executive...more
Join Troutman Pepper Partners Chris Willis and Sheri Adler as they dive into the new requirement for publicly traded companies (including financial services companies) to adopt a clawback policy requiring the recoupment of...more
As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more
Executives at public and private companies will soon run the risk of having their compensation subject to forfeiture for financial misstatements and corporate criminal misconduct under their watch thanks to new “clawback”...more