Worth Reading … Say on Pay, CD&A Guidance

As public companies and shareholders gear up for the first big wave of SEC-required advisory votes on executive compensation, the frequency of such votes and golden parachute compensation plans in the wake of the Dodd-Frank Act, the search goes on for best practices and advice. In the past couple...

Early Returns on Executive Compensation: Higher Pay, More Shareholder Involvement

by Gary Larkin In the first year of mandated advisory votes on executive compensation plans, two observations can be made: large public companies are shifting pay practices toward pay for performance and CEO compensation at most non-banks is back to the higher pre-financial crisis levels. On...

In First Year of Say on Pay, Is Shareholder Dialogue Progressing?

The fact that as of June 1, 31 companies out of more than 1,600 have reported shareholders have voted down executive compensation plans (of those a majority are small- and mid-cap companies) doesn't begin to tell the story of the first year of SEC-mandated Say on Pay advisory votes. That's...

A Closer Look At Clawbacks

On September 11, 2011, The New York Times published, "Clawbacks Without Claws," by Gretchen Morgenson. The article meant to highlight a lackluster enforcement record by the Securities and Exchange Commission (SEC) on executive pay "clawbacks". Under limited circumstances, the...

Annual Survey Reveals Emergence of New Compensation Practices

by Barbara Blackford This week, The Conference Board issued its The 2011 U.S. Director Compensation and Board Practices Report . The report is based on a survey of 334 public companies jointly conducted by The Conference Board, NASDAQ OMX, and NYSE Euronext between April and June 2011. The Harvard...

The Six Primary Symptoms of Government Capture

American corporations today are like the great European monarchies of yore: They have the power to control the rules under which they function and to direct the allocation of public resources. This is not a prediction of what's to come; this is a simple statement of the present state of affairs...

Citigroup Rebuff Should Surprise Nobody

by Richard A. Bennett - President and CEO, GMI Ratings Reports from today's Citigroup meeting indicate that, led by public pension funds, investors rebuffed the company's board in their compensation decisions. In the non-binding vote, only 45% of shares apparently approved board's...

Now Up: The "Third Wave" of Executive Compensation Litigation

The first wave of "say on pay" litigation involved lawsuits brought by shareholders following a negative advisory say on pay vote under the Dodd-Frank Act. The second wave of say on pay litigation , which picked up in 2012, involved plaintiffs' efforts to enjoin upcoming shareholder...

Have We Seen the Last of "Say-On-Pay" Litigation?

Is it possible that we seen the last of "Say-On-Pay" lawsuits? Or are we just awaiting the next round of post-Dodd Frank executive compensation-related litigation? Those are the questions asked in a June 12, 2013 memorandum entitled "Has Another Wave of 'Say-On-Pay' Litigation...