Executive Compensation

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder approved equity plan allows the court to determine whether director equity awards are excessive under the more lenient business judgment rule.

Continue Reading Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient Business Judgment Rule

Institutional Shareholder Services (“ISS”) has issued updated proxy voting guidelines, including an update to guidelines related to director compensation and the equity plan scorecard.

The updated guidelines are effective for meetings on or after February 1, 2017. Additional information will be made available in a FAQ to be released by ISS later this month.

Continue Reading ISS Updates Proxy Voting Guidelines and New Survey on Mid-Market Compensation

Last month, the Securities and Exchange Commission released new Compliance & Disclosure Interpretations (“C&DIs”) which provide guidance on the CEO pay-ratio rules.  As a reminder, the CEO pay-ratio rules were enacted in August of 2015 and generally require public companies to disclose the ratio of their CEO’s annual total compensation to that of the median annual total compensation of all other company employees.

The new C&DIs provide guidance on several aspects of these pay-ratio rules, including the determination of individuals to be included in the employee population and identification of the median employee.

For an overview of the pay-ratio rules, see this helpful post on the Securities Matters blog here.

The following provides an overview of the C&DIs:

Continue Reading SEC Releases Guidance on Pay Ratio Rules

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 compensation and may signal the future of ISS policies concerning pay for performance and say-on-pay frequency.

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

The Ninth Circuit recently held that Section 304 of the Sarbanes-Oxley Act (SOX 304) allows for a clawback of certain CEO and CFO compensation regardless of whether the clawback was triggered by the personal misconduct of such officers. District courts have reached this conclusion before, but the Ninth Circuit appears to be the first circuit to adopt such a view.  The Ninth Circuit also held that Rule 13a-14 of the Securities Exchange Act (Rule 13a-14) provides the SEC with a cause of action against a CEO and CFO who certify false or misleading statements. Continue Reading Ninth Circuit Holds that SOX 304 Clawback Applies to Executives that are Not at Fault

From:             Ned Help

To:                  Carrie Counselor

Date:              June 29, 2016

Subject:         Benefit and Compensation Considerations

Carrie:

I appreciate the guidance you have provided regarding the documents the company needs to have in place when sending an employee on an assignment abroad.

Now I have a related question about immigration risks and responsibilities: where do we draw the line between the company’s obligations and assumption of risks in these scenarios and the employees’ obligations and assumptions of risks with respect to securing and maintaining visas and work permit approvals for our employees?

Thanks for helping me think through this thorny issue.

Ned

Continue Reading Innocents Abroad: Creating a Company’s Global Mobility & Immigration Policy

From:             Ned Help

To:                  Carrie Counselor

Date:              June 16, 2016

Subject:         Benefit and Compensation Considerations

Carrie:

Thank you again for all your help over the past few weeks as we address our concerns with employees going abroad.  We previously talked about offer letters and employment agreements.  I know you covered some of the basic considerations regarding benefits and compensation, but I was hoping we could go into this topic in a little more depth, as we look to implement revised standards internally.

We will be sending some high level employees abroad for assignments in key geographic regions for the business and I expect to get plenty of push back on compensation packages.  I was hoping you could provide a quick overview of some key compensation considerations we should be aware of before we begin negotiations with these individuals.

Thanks,
Ned

Continue Reading Innocents Abroad: Benefit and Compensation Considerations

Last month, consistent with their obligation under the Dodd-Frank Act, several federal agencies released for comment a joint proposed rule that would prohibit any incentive compensation that encourages inappropriate risk taking by a covered financial institution: (a) by providing an executive officer, employee, director or principal shareholder with excessive compensation; or (b) that could lead to material financial loss to the institution.  Companies that are not covered by this proposed rule should also be aware of the proposed rule because it could signal the future of incentive compensation rules for other industries.  While the full text and commentary of the proposed rule (all 700 pages of them) can be found here, this blog post is intended to highlight its contours and some of its key points. Continue Reading Federal Agencies Release Joint Proposed Rule on Financial Institution Incentive-Based Compensation

It’s been over five years since the signing of the Dodd-Frank Wall Street Reform and Consumer Act (“Dodd-Frank”) and we are still waiting for the U.S. Securities and Exchange Commission to finalize rules on several provisions related to executive compensation.  Below is a summary of the current landscape of Dodd-Frank as it relates to key executive compensation provisions. Over the coming months, we will be posting a series of blog posts addressing some of the nuances of these provisions.  Stay tuned for more.

Continue Reading Dodd-Frank and Executive Compensation – Part 1: Status Update