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The Seven “Deadly Sins” for Compensation Committee Agendas in 2019
Compensation Committee Agendas. In the spirit of the holiday season that precedes proxy season, we have developed our “Seven Deadly Sins for Compensation Committees in 2019” that are bound to place you on Santa’s naughty list should you make the mistake of not avoiding them. Our list, which includes specific…
Read More > 11.27.2018
In the News
New York Times – Carlos Ghosn Felt Stars Deserved Big Pay. His Accusers Say He Took That Too Far.
By David Gelles and Motoko Rich Shortly after Carlos Ghosn took over in 1999 as chief operating officer of an ailing Nissan Motor, he overhauled the way the company paid senior employees. Abandoning Japanese traditions that rewarded seniority and shunned incentive…
Read More > 11.20.2018
In the News
Agenda – ‘Dark Side’ of Power? Governance Pros Weigh In on Nissan Chair’s Arrest
By Jennifer Williams-Alvarez Once celebrated Nissan chairman Carlos Ghosn was arrested Monday after an internal investigation revealed he underreported his compensation to authorities in Japan for years and misused company assets. Ghosn and representative director Greg Kelly, who has also been arrested, had been under investigation by the company for several months related to the allegations.
Read More > 11.19.2018
In the News
NACD Directorship – Repartee: Gauging the New Normal of Total ‘Stakeholder’ Return
A conversation between John Trentacoste and Phyllis J. Campbell facilitated and edited by Judy Warner On the fourth day of the 2018 NACD Global Board Leaders’ Summit, a deeply experienced director joined with what some of our NACD members might describe as a rising rock star of a compensation consultant.
Read More > 11.16.2018
Briefs
Director Pay: A Close Look at the Trends
Executive pay gets plenty of attention in the press and from shareholders. Whether it’s the top 10 pay disclosures of the year or the latest severance package of a big company CEO, the story is sure to garner headlines. As if CEO pay isn’t enough, director pay is now starting to…
Read More > 10.09.2018
In the News
NACD Directorship – Dare to Be Different: Strategic Compensation Plan Design
By Robin Ferracone The criticism of executive compensation plans these days is that they are too homogenized. Our post–Dodd-Frank governance landscape, proxy advisor policies, and even investor guidelines have conspired to create a rules-based environment for executive compensation design, pushing most companies to a new, formulaic normal. Take a…
Read More > 10.04.2018
In the News
CFO – SEC Move Could Lessen Proxy Advisers’ Influence
By David McCann The commission rescinds guidance that led investment managers to outsource their proxy-voting decisions to proxy advisers. The Securities and Exchange Commission has rescinded two guidance letters from 2004, a move that may reduce the influence proxy advisers have on say-on-pay and other shareholder votes. The guidance letters informed investment…
Read More > 09.19.2018
Briefs
Farient Alert: SEC Rescinds Guidance Providing Regulatory Support for Using Proxy Advisors
On Thursday, the SEC rescinded two guidance letters from 2004 that will potentially reduce the influence that ISS has on, among other things, Say-on-Pay votes. These guidance letters informed investment managers that outsourcing their proxy voting decisions to proxy advisors would satisfy their obligations as fiduciaries to vote their shares…
Read More > 09.19.2018
Briefs
Board Diversity Legislation: What You Need to Know
Diversity on corporate boards continues to be a pressing topic. According to research from Catalyst, Women on Boards 2020 and a recent study from McKinsey, gender diverse boards are 21 percent more likely to experience above-average performance. This, in turn, continues to push investors to demand that companies diversify…
Read More > 09.18.2018
In the News
Bloomberg – Trillion-Dollar Investors Don’t Mind Billion-Dollar CEO Awards
By Anders Melin BlackRock, Fidelity funds backed pay at Tesla, Axon Enterprise More outlier executive stock grants may follow, advisers say Some of the world’s biggest money managers backed two unprecedented executive awards this year, emboldening other corporate boards to make colossal bets on their CEOs. Funds run by…
Read More > 09.11.2018
In the News
NACD Directorship – Unraveling the Complexities of Compensation
Experts offer their perspectives on how tax law is reshaping pay-plan design, Elon Musk’s potential $50 billion payday, and other concerns. Consider some of the recent events affecting the decisions of compensation committees: a tax code overhaul, pay ratio disclosures, and increasing competition for talent. Then there’s the challenge of…
Read More > 08.30.2018
Briefs
See what Seven Months of the CEO Pay Ratio Looks Like
After the initial rush of proxy season, CEO pay ratio disclosures continue to trickle in. We highlighted the fact that sector and staffing strategy, and the associated employee pay, significantly influence the reported ratio. We also suggested that comparisons across companies would continue to be difficult given latitude in acceptable…
Read More > 08.15.2018
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