News & Analysis as of

Total Shareholder Return (TSR)

Blog: Do Performance Metrics Based On rTSR Transform An Equity Award Into A Lottery Ticket?

by Cooley LLP on

According to a 2017 report from Equilar, an executive compensation data firm, “relative total shareholder return” continues to be the most common performance measure used in long-term incentive plans for CEOs among S&P 500...more

Blog: As the U.S. moves toward deregulation, the U.K. announces new corporate governance reforms

by Cooley LLP on

As discussed in this PubCo post, in November of last year, the U.K. Government published a “Green Paper” on Corporate Governance Reform, which, in the face of rising economic inequality, sought “to consider what changes...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

Blog: Is Relative TSR Still The Performance Metric Of Choice?

by Cooley LLP on

According to a just-released report from Equilar, an executive compensation and corporate governance data firm, “relative total shareholder return” continues to be the most common performance measure used in long-term...more

Alert: ISS and Glass Lewis Update 2017 Proxy Voting Policies

by Cooley LLP on

Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more

ISS Announces Pay-for-Performance Methodology Updates for 2017

ISS announced changes to the methodology underlying its pay-for-performance models for companies in the U.S. and other markets to take effect Feb. 1, 2017. ISS will present relative evaluations of return on equity,...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

ISS Survey Results Regarding Pay-for-Performance and Say-on-Pay Frequency

Institutional Shareholder Services Inc. (“ISS”), the influential proxy advisory firm, recently released their 2016-2017 Global Policy Survey results. These results show some interesting findings related to executive...more

Blog: U.S. Chamber Of Commerce Won’t Challenge Pay-Ratio Rules — At Least For Now — And Will Focus Instead On Conflict Minerals...

by Cooley LLP on

The WSJ is reporting that, contrary to all expectations (including my own), “the U.S. Chamber of Commerce isn’t planning to mount a legal challenge to the Securities and Exchange Commission’s pay ratio rule.”...more

Blog: Is TSR Really The Best Performance Metric?

by Cooley LLP on

While TSR (total shareholder return) is increasingly used a performance metric for executive compensation, a study by Cornell University and Pearl Meyer, an executive compensation consultant, showed no real correlation to...more

Blog: Is A Three-Year Performance Period For Restricted Stock Too Short?

by Cooley LLP on

Some consultants say yes. In this article, posted on CFO.com, two consultants argue that the use of the three-year time horizon frequently associated with performance-based restricted stock grants may not really be long...more

Blog: Institutional Shareholders Weigh In On Pay-Ratio Disclosure

by Cooley LLP on

According to the director of global governance at CalPERS, quoted in the article, the new rule should provide shareholders with more clarity on executive pay and reduce the need for “back-of-the-envelope” calculations: “’This...more

Corporate Communicator - Fall 2015: SEC Proposes Rules for the Clawback of Executive Compensation

by Snell & Wilmer on

In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more

New SEC “Claw Back” Rules

by Thompson Coburn LLP on

On July 1 2015, the Securities and Exchange Commission, by a 3-2 vote, proposed new rules requiring public companies to “claw back” executive compensation mistakenly awarded due to accounting errors. The proposed...more

ASBCA Continues to Apply the Expressly Unallowable Cost Standard in an Unworkable Way

by Dentons on

Recently, in Raytheon Co., ASBCA Nos. 57576, et al (June 26, 2015), the ASBCA confirmed that a narrow reading of the term “expressly unallowable” costs is appropriate under the CAS and FAR. The Board reaffirmed previous...more

SEC Proposes Executive Compensation Claw-Back Rules

by Dentons on

The US Securities and Exchange Commission has proposed rules that would require issuers listed on US stock exchanges to adopt and disclose a policy to recover, or “claw back”, certain incentive-based compensation. Recovery...more

Alert: SEC Proposes Long-Awaited Compensation Clawback Rule

by Cooley LLP on

On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more

SEC Proposes Mandatory Incentive Compensation Clawback Rules

by Goodwin on

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-­1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

SEC Proposes Compensation Clawback Rules

by WilmerHale on

Highlights - - As mandated by the Dodd-Frank Act, the Securities and Exchange Commission has proposed rules requiring national securities exchanges to require listed companies to develop, implement and disclose policies...more

SEC Proposes Rules on Compensation Clawback Policies

by Foley & Lardner LLP on

On July 1, 2015, the Securities and Exchange Commission (SEC) proposed rules relating to compensation clawback policies. The rules, if adopted, would implement the requirements of Section 954 of the Dodd-Frank Wall Street...more

How Public Companies Can Prepare For The Executive Compensation Clawback Regime

by Locke Lord LLP on

Many public companies have not waited for the Securities Exchange Commission (SEC) to mandate executive compensation recovery policies, as required by the Dodd-Frank Act. Shareholder and peer pressure has resulted in the...more

Executive Compensation Alert: SEC Proposes “Clawback” Rules for Executive Compensation

by Fenwick & West LLP on

On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules directing the national securities exchanges (NYSE, NASDAQ, etc.) to create listing standards requiring listed companies to implement policies...more

Executive Compensation Alert: SEC Proposes “Clawback” Rules for Executive Compensation

by Fenwick & West LLP on

On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules directing the national securities exchanges (NYSE, NASDAQ, etc.) to create listing standards requiring listed companies to implement policies...more

SEC Proposes Clawback Rules—A Comprehensive Summary

The SEC has proposed new rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the Commission to adopt rules directing the national...more

Blog: SEC Proposes Clawback Rules

by Cooley LLP on

At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal....more

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