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    1. What Every Director Should Know about Realizable Pay

      What Every Director Should Know about Realizable Pay

      As Boards seek to maximize shareholder support for Say on Pay votes, they are focusing on how to provide more clarity around how executive compensation outcomes are influenced by changes in company performance.  A key issue is the calculation of equity-based incentives, which account for the bulk of executive pay value today.

      This article discusses the use of realizable pay to provide investors with a more accurate and meaningful assessment of the impact of performance on stock-based incentives than the proxy-reported data. It explains why realizable pay is a more relevant basis for making comparisons with peer companies, particularly in ...

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    2. Say on Golden Parachute Votes: Continued Support for Transactional Pay Arrangements

      Say on Golden Parachute Votes: Continued Support for Transactional Pay Arrangements

      Of the three shareholder advisory votes mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act - Say on Pay (SOP), Say on Frequency (SOF) and Say on Golden Parachutes (SOGP) - the least attention has been paid to the outcome of votes now required in connection with corporate transactions. This white paper discusses trends among the 120 companies that disclosed their SOGP pay arrangements in their merger-related proxies as of June 30, 2012, of which 106 had reported final voting results by the end of July.

      The analysis includes:  

      • The overall level of support for transactional compensation arrangements
      • Shareholder support ...
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    3. Top 10 Compensation Committee Agenda Items for 2012

      Top 10 Compensation Committee Agenda Items for 2012

      Historically, scrutiny and criticism of executive compensation practices have tended to subside in the wake of more positive economic news.  However, the current economic recovery is shaping up very differently.  The consequences of Say on Pay, coupled wth the ongoing evolution of proxy disclosure requirements and the increasing influence of proxy advisory services, will generate a sustained level of public interest in all aspects of executive pay.  The linkage between the level of rewards being provided to executives and the long-term value attained by shareholders will be of particular interest.

       

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    4. PM&P On Point: 2012 Board Pay and Governance Practices Survey

      PM&P On Point: 2012 Board Pay and Governance Practices Survey

      PM&P On Point: 2012 Board Pay and Governance Practices Survey is designed to provide needed insight to how Directors think about their own compensation programs and governance. It covers a range of issues related to the recruitment of new members and the structuring of pay practices that increasingly are perceived as equal in importance to decisions around the level of Board pay.

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      Mentions: Board Diversity
    5. SEC Finalizes Rules for Compensation Committee and Adviser Independence New Standards Cover Any Director with Oversight of Executive Pay

      SEC Finalizes Rules for Compensation Committee and Adviser Independence New Standards Cover Any Director with Oversight of Executive Pay

      By: Pearl Meyer

      This Alert discusses the SEC's newest Board governance standards and how they compare to the agency's earlier proposal. It explains the next step in the regulatory process, which will require each of the Stock Exchanges to develop detailed rules for their listed companies concerning the independence of Compensation Committees and their advisers, and what companies should be doing now to prepare. 

       Also included is a detailed timeline for scheduled implementation of all Dodd-Frank's compensation-related provisions, including these newest standards in four key areas:

       

      • Compensation Committee Independence
      • Compensation Committee Adviser Retention, Oversight and Funding
      • Compensation ...
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