Category: Executive Compensation

No such thing as too much analysis

by Cydney Posner Or, at least, that seems to be the position of the SEC staff following the tongue–lashing it suffered in 2011, when the D.C. Circuit tossed out the SEC’s mandatory proxy access rules. (See these news briefs.) You may recall that plaintiffs Chamber of Commerce and Business Roundtable had […]

SEC on the verge of proposal to implement Dodd-Frank clawback provision

by Cydney Posner The WSJ is reporting that the SEC is on the verge (July 1) of proposing clawback rules designed to implement Section 954 of Dodd-Frank, “recovery of erroneously awarded compensation.” Of course, actual implementation could still be a long way off, as the proposal would be subject to […]

CooleyAlert: “SEC Proposes New Rules on Pay Versus Performance”

by Cydney Posner See our CooleyAlert on the SEC’s proposed new pay-versus-performance rules.  It’s called “SEC Proposes New Rules on Pay Versus Performance: When “Compensation Actually Paid” is Not Compensation Actually Paid and “Company Financial Performance” May be Unrelated to Company Financial Performance.”  It’s mighty fine reading!

With two dissents, SEC proposes pay-for-performance disclosure rules

by Cydney Posner This morning, by a three to two margin, the SEC voted to propose rules requiring companies to disclose executive pay for performance. The proposal comes five years after passage of Dodd-Frank, which imposed the obligation on the SEC.  Currently, many companies voluntarily provide information that could fit […]

Senator urges SEC to revisit rules and policies on stock buybacks

by Cydney Posner Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks in 2014. The number was $1 trillion for 2013 and 2014, the biggest two-year total ever […]

Efforts to reform executive compensation follow the law of unintended consequences

by Cydney Posner Remember how “say on pay” was supposed to put the lid on soaring executive pay? And just how has that turned out? According to a study conducted by ISS affiliates, (reported in Compliance Week ) the average compensation package for CEOs in the U.S. rose nearly 13 […]

Senate bill introduced to raise Rule 701 disclosure threshold

by Cydney Posner Senators Pat Toomey (R., PA) and Mark Warner (D., VA) have introduced Senate Bill 576, the ‘‘Encouraging Employee Ownership Act.’’  The bill would require the SEC, within 60 days after enactment, to raise the threshold in Section (e) of Rule 701, the exemption from registration for privately held […]