The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season.
On February 10, 2023, the Staff of the Securities and Exchange Commission...more
2/15/2023
/ C&DIs ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
New Guidance ,
Pay-for-Performance ,
Performance Standards ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser...more
1/30/2023
/ 10b5-1 Plans ,
Clawbacks ,
Corporate Governance ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation...
...more
11/4/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Financial Restatements ,
GAAP ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The new rules significantly expand required disclosure of the relationship between executive compensation and performance metrics, effective for the 2023 proxy season.
...more
The law suffers the same fate as the California board diversity law requiring directors from “underrepresented communities.”
On May 13, 2022, Los Angeles Superior Court Judge Maureen Duffy-Lewis issued a ruling in Crest...more
The California gender board diversity law may suffer the same fate.
On April 1, 2022, Los Angeles County Superior Court Judge Terry A. Green issued a summary judgment order finding that California Corporations Code §...more
Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters.
This Client Alert offers a summary of the key executive compensation related reminders and...more
1/30/2020
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Severance Agreements ,
Smaller Reporting Companies
Recently issued proposed regulations clarify changes made by the TCJA to the tax deductibility of executive compensation.
Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act...more
1/24/2020
/ Clawbacks ,
Compensation & Benefits ,
Covered Employees ,
Deferred Compensation ,
Executive Compensation ,
Foreign Private Issuers ,
Grandfathering Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Proposed Regulation ,
Publicly-Traded Companies ,
Section 162(m) ,
Securities Exchange Act ,
Tax Cuts and Jobs Act ,
Tax Deductions
Public companies should consider a number of items for 2019, including recent SEC and proxy advisory developments and other perennial executive compensation considerations.
Even as the US government shutdown continues to...more
1/16/2019
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Equity Plans ,
Executive Compensation ,
Hedging ,
Popular ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Smaller Reporting Companies
When designing 2018 compensation plans and proxy disclosure, companies should focus on implications of recent developments, as well as enduring compensation considerations.
2018 brings significant changes to the executive...more