Executive Compensation - Anything Goes?
Boards should maintain robust compensation disclosure, engage shareholders, align on priorities, and document discretion despite relaxed rules and weaker proxy-advisor influence.
Insights
Notes on the proxy season ahead.
Practical analysis for compensation committees, plan fiduciaries, and executives navigating the current governance and disclosure environment.
Streamlining Compensation Decisions with a Mid-Year Summit
An in-person strategy session can align management, the Board, and the Board’s advisors on compensation decisions.
Our Compensation Governance Practice
This article explains a coordinated compensation governance process involving committee agendas, cross-functional preparation, draft disclosures, and shareholder-focused outcomes.
Do It Right the First Time: Tesla asks shareholders to resurrect Musk’s 2018 mega grant.
Tesla’s mega grant controversy illustrates how compensation committees can use process, shareholder engagement, and disclosure to support high executive pay.
Delaware Court Orders Rescission of Elon Musk's Mega Equity Grant as Unfair
A Delaware court decision raises four compensation committee questions about independence, disclosure, fairness, and trusted advisors.
Takeaways from the SEC's Comments on Last Year's Pay Versus Performance Tables
The SEC’s comments emphasize technical compliance in pay-versus-performance disclosures, especially metric comparisons, compensation calculations, non-GAAP measures, and peer groups.
California Targets Out-of-State Non-Competes: Risk of Lawsuits for Employers
California’s SB 699 targets out-of-state non-compete agreements, creating new risks, legal remedies, and constitutional questions for employers.
NYSE asks listed companies to confirm clawback policy adoption via Listing Manager
NYSE has reportedly mass-emailed listed issuers asking them to confirm - via the NYSE's Listing Manager - compliance with the new Dodd-Frank clawback rules.
How to Implement the SEC's Mandatory Clawback Policy
Listed companies must adopt the policy by December 1, 2023.
Director-Led Shareholder Engagement Is Normal - Overview
Director-led shareholder engagement helps public company boards build investor rapport, prepare for transformational changes, and demonstrate authentic oversight.
Director-Led Shareholder Engagement Is Normal - Q&A
Director-led shareholder engagement is increasingly common among public companies, covering governance, compensation, sustainability, preparation, Regulation FD, and ISS expectations.
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