RESOURCES
- Thoughtful Pay Alerts
- Thoughtful Pay Practices
- Other Publications
- Surveys
- Recommended Links
- Recommended Articles
JOIN OUR MAILING LIST
THOUGHTFUL PAY ALERTS
10 Tips for Enhancing Your 2012 Executive Compensation Disclosure
January 19, 2012
Here is our annual list of tips for preparing your executive and director compensation disclosure in your 2012 proxy statement
ISS Issues 2012 Policy Updates
Novemer 30, 2011
Institutional Shareholder Services, the corporate governance advisory services firm, has published updates to its Benchmark U.S. Corporate Governance Policies for 2012. These are the guidelines that it will use during the 2012 proxy season to make voting recommendations for its institutional investor clients on “Say on Pay” shareholder votes, director elections, and equity plan proposals. These updates cover significant revisions to ISS’ “pay for performance” analytics, as well as its evaluation of Board of Directors’ responses to the results of its initial “Say on Pay”-related votes.
ISS Previews 2012 Policy Updates
October 27, 2011
Institutional Shareholder Services, the corporate governance advisory services firm, recently published for comment some of the proposed updates to the policies that it will use in 2012 to make voting recommendations for its institutional investor clients on “Say on Pay” shareholder votes, director elections, and equity plan proposals. These proposed updates concern ISS’ “pay for performance” analytics, as well as its evaluation of Board of Directors’ responses to the results of its initial “Say on Pay”-related votes.
Employee Stock Plan Proposals at the Bay Area 150
September 14, 2011
The results are in on the employee stock plan proposals submitted for shareholder action by the Bay Area 150 during the 2011 proxy season. Here’s our summary of the proposals and the voting results from these proposals.
Court Strikes Down SEC “Proxy Access” Rule
July 25, 2011
The United States Court of Appeals has vacated the SEC’s new “proxy access” rule, thereby virtually ensuring that proxy access will not be in place for the 2012 proxy season.
“Say on Pay” at the Bay Area 150: A Mid-Year Report
July 14, 2011
As the 2011 proxy season winds down, we have compiled the results from the two new shareholder advisory votes required by the Dodd-Frank Act – the advisory vote on executive compensation (“Say on Pay”) and the advisory vote on the frequency of future Say on Pay” votes – for the 150 largest high-technology and life sciences companies headquartered in the San Francisco Bay Area (the “Bay Area 150”).
SEC Initiates Rulemaking for Compensation Committee/Committee Adviser Independence Standards
April 5, 2011
The SEC has proposed rules that would implement the compensation committee and committee adviser independence requirements of Section 952 of the Dodd-Frank. The SEC has until July 16, 2011 to direct the national securities exchanges to begin the process of modifying their rules to prohibit the listing of any company that does not comply with these requirements.
SEC Adopts “Say on Pay” Rules
February 3, 2011
The SEC has adopted final rules implementing the shareholder advisory vote (“Say-on-Pay”) requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This Thoughtful Pay Alert summarizes the key aspects of these new rules.
ISS Updates Burn Rate Tables for 2011 Proxy Season
January 5, 2011
ISS has updated its “burn rate” tables, which govern its voting recommendations on equity plan proposals, for 2011. Our latest Thoughtful Pay Alert highlights these updates, which provide significant increases in the burn rate levels for technology and life sciences companies, as well as several new “Frequently Asked Questions” which explain various aspects of ISS’ 2011 U.S. compensation policies.
ISS Issues Policy Updates for 2011
December 1, 2010
Institutional Shareholder Services, the corporate governance advisory services firm, recently published updates to the policies that it will use in 2011 to make voting recommendations for its institutional investor clients on “Say on Pay” shareholder votes, director elections, and equity plan proposals. This year’s updates, which apply to shareholder meetings held on or after February 1, 2011, affect policies involving the “Say on Pay” frequency vote, the “Say on Pay” vote on golden parachute compensation, annual burn rate limits, and “problematic” pay practices.
To assist our clients in shaping their executive compensation programs and proxy disclosures for 2011, we offer our analysis of how these revised policies are likely to affect your compensation planning in the next year.
SEC Proposes “Say on Pay” Rules
October 25, 2010
The SEC has proposed rules to implement the various “Say on Pay” votes required by the Dodd-Frank Act that go into effect for annual meetings of shareholders occurring on or after January 21, 2011.
Preparing Your Executive Compensation Disclosure for Say on Pay
October 14, 2010
With most companies beginning to prepare for the initial shareholder advisory vote on their executive compensation program in 2011, we offer some suggestions for how to improve your executive compensation disclosure to maximize your chances for a favorable vote.
SEC Adopts Final “Proxy Access” Rules
September 20, 2010
The SEC has published its schedule for proposing and adopting rules to implement the executive compensation provisions of the Dodd-Frank Act.
SEC Adopts Final “Proxy Access” Rules
August 26, 2010
After a contentious multi-year debate, the SEC has adopted rules that will enable long-term significant shareholders to nominate candidates to serve on a company’s board of directors using the company’s proxy materials. This Thoughtful Pay Alert summarizes the new rules, which will take effect later this year.
The Dodd-Frank Act Executive Compensation Provisions – What You Should be Doing Now
August 25, 2010
Over the next several months, companies will need to begin complying with the new executive compensation and corporate governance provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This Thoughtful Pay Alert summarizes each of these provisions, predicts their likely effective dates, and describes the action items that companies should beginning considering to prepare themselves for the new requirements.
Dodd-Frank Bill Signed into Law
July 21, 2010
On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act into law. The new law contains a number of provisions affecting executive compensation and corporate governance, including mandatory shareholder advisory votes on executive compensation programs and golden parachutes, a compensation recovery (“clawback”) requirement, new executive pay disclosure requirements, and proxy access. This Thoughtful Pay Alert sets out the effective dates for the new executive compensation and corporate governance provisions and includes a link to our recent Thoughtful Pay Alert describing the provisions and some initial action items.
Congress Agrees on Executive Compensation Reforms
June 28, 2010
On June 25, 2010, Congress reached agreement on the final version of its financial services reform bill. The proposed legislation, entitled the Dodd-Frank Wall Street Reform and Consumer Protection Act, contains a number of provisions affecting executive compensation and corporate governance.
Risky Business – A Review of the 2010 Bay Area 150 Pay Risk Disclosures
June 11, 2010
We have summarized the results of our review of the initial compensation-related risk disclosures of the Bay Area 150. Although none of the companies we reviewed made mandatory disclosures, most provided some voluntary disclosure about their compensation risk assessments.
Publication Archive
Looking for older Thoughtful Pay Alerts? Browse the archive »
TOP