News & Analysis as of

Pay-for-Performance Executive Compensation

ISS Releases 2018 Voting Policy Updates

by White & Case LLP on

On November 16, 2017, Institutional Shareholder Services ("ISS") published updates to its benchmark proxy voting policy applicable to shareholder meetings held on or after February 1, 2018. The policy updates are the...more

ISS Announces 2018 Updates to US Proxy Voting Guidelines

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

Blog: The end of Section 162(m)?

by Cooley LLP on

In case you missed it, according to this article in Bloomberg BNA, the new tax proposal would eliminate tax benefits under IRC Section 162(m), which allows companies to deduct executive compensation over $1 million (in...more

Executive Compensation Under the Tax Cuts and Jobs Act: The End of Executive Compensation As We Know It

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

Blog: What’s Happening With Those SEC Proposals For Dodd-Frank Clawbacks And Disclosure Of Pay For Performance And Hedging?...

by Cooley LLP on

The SEC’s latest Regulatory Flexibility Agenda, which identifies those regs that the SEC intends to propose or adopt in the coming year— and those deferred for a later time—has now been posted. The Agenda shifts to the...more

Blog: Does The Health Of The Economy Depend On Getting The Role Of Shareholders Right?

by Cooley LLP on

Are shareholders really the “owners” of corporations? Even though shareholders have no responsibilities to the corporations they “own”? Should corporations be managed for the sole purpose of maximizing shareholder value? Are...more

Trump Tax Proposal Could Create Compensation-Related Opportunities

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

Blog: Pay For Performance — More Style Than Substance?

by Cooley LLP on

Comp Committees appear to have gotten the message when it comes to executive pay for performance. As discussed in this article in the WSJ, executive compensation “is increasingly linked to performance,” but investors are now...more

2017 Proxy Season: Key ISS Compensation-Related Updates

by Latham & Watkins LLP on

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

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Blog: Likely Interim SEC Chair Spells Out His Priorities

by Cooley LLP on

According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about...more

ISS Provides Updated Compensation Plan and Executive Compensation FAQs

ISS has updated its equity compensation plan FAQs. New and materially updated questions include: - If a company grants performance-based awards, how will the shares be counted for the purposes of calculating burn...more

ISS Updates Pay-for-Performance Methodology: A Welcome Development

by McGuireWoods LLP on

On Nov. 8, 2016, Institutional Shareholder Services (ISS) announced changes to its pay-for-performance methodology for U.S., Canadian and European companies broadening the financial measures that it will consider in its...more

What Can Public Companies Learn from the ISS Policy Survey for the 2017 Proxy Season?

Institutional Shareholder Services Inc. (ISS) announced the results of its 2016-2017 policy survey on September 29, 2016, which included responses from 115 institutional investors, 270 corporate issuers and 17...more

Update on Institutional Shareholder Voting Guidelines on Management Say-on-Pay and Incentive Plan Proposals

This Alert is an update to last year's Client Alert on the same topic, which also discussed how to win a proxy fight despite a "no" recommendation from Institutional Shareholder Services ("ISS") and/or Glass Lewis. The...more

Blog: Is It A Mistake To Insist That CEO Pay Be Performance-Based?

by Cooley LLP on

It goes without saying that, to many, the sine qua non of executive compensation is performance-based pay. From proxy advisory firms to institutional holders to the drafters of Dodd-Frank, the question of whether CEO...more

Blog: Where You Stand On CEO Comp Depends On Where You Sit

by Cooley LLP on

CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay...more

Get the basics on two federal bills affecting employee benefits

by Thompson Coburn LLP on

Recently, two bills with confusingly similar names were introduced in Congress. They are both worth mentioning regardless of whether or not they are ultimately enacted in their current form. The SAVE Benefits Act...more

Blog: Does Merit Pay Work?

by Cooley LLP on

Most employers in North America don’t think so, according to CFO.com, reporting on a new survey by the compensation consulting firm, Willis Towers Watson. The survey, conducted in the last quarter of 2015, was directed at 150...more

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

by Proskauer - Tax Talks on

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

by Cozen O'Connor on

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

by Snell & Wilmer on

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

by Perkins Coie on

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

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