February 7, 2020
NACD Directorship – ESG Reporting and Non-GAAP Measures Included in Incentive Compensation Plans
The debate over the purpose of the corporation continues, with some
lining up behind the 2019 Business Roundtable Statement on the Purpose
of a Corporation and others behind shareholder primacy. The evolution
of environmental, social, and governance (ESG) issues into metrics often
highlights this schism, with institutional shareholders focused on gaining
better insight into companies’ ESG practices.
January 29, 2020
Corporate Board Member – Vanishing Act In The Corner Office
When the board fired McDonald’s CEO Steve Easterbrook in November over his rule-breaking personal relationship with an employee, directors had a successor ready in Chris Kempczinski. It wasn’t just luck that enabled the board to elevate its president of U.S. operations to the company’s top job immediately upon the sudden end of Easterbrook’s four-year stint as CEO. After 15 years of dealing with a jarring series of unforeseen departures by leaders, the fast-food giant’s board was well-versed in handling unexpectedly short-tenured CEOs.
Read MoreJanuary 27, 2020
Agenda – After Shareholder Feedback, Performance Period Lengthens
Textron made some changes this month to its compensation structure — two months ahead of when it annually files its proxy statement. In addition to reworking the mix of equity awards granted to executives, the compensation committee will no longer set performance goals annually but will instead transition to a three-year performance cycle.
Read MoreJanuary 27, 2020
Agenda – ISS: Say More on CEO Exit Deals, Or Else
Marc Hodak, partner at compensation consultancy Farient Advisors, says that aside from concerns with ISS, compensation committees should keep in mind that “investors generally are starting to ask about tightening provisions for termination if the executive is seen as contributing to, or perhaps overseeing, reputational damage.”
Read MoreNovember 27, 2019
IR Magazine – ESG and Pay Are Top Concerns Among Engaged Investors
Engaged investors’ top concerns revolve around ESG issues and executive compensation. Seven Lessons from Engaged Investors, published recently by Farient Advisors and the Global Governance and Executive Compensation Group, finds deep investor concerns on topics such as how their companies’ activities are affecting the world around them, gender diversity and pay equality.
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