March 27, 2020

S&P Global – Most Calif. companies now in compliance with board gender diversity mandate

Nearly all California companies have complied with the state’s new requirement to have at least one female board member by the end of 2019. Out of more than 560 companies reviewed, only 21 had no women on their board as of mid-February 2020, compared with the 123 companies that had none around the same time a year earlier, according to S&P Global Market Intelligence’s board composition data.

Read More

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.

Read More

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 More

January 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 More

January 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 More