Category: Executive Compensation
In adopting pay-ratio rules, is the SEC just a mime pushing on the sides of an imaginary box?
by Cydney Posner At an open meeting this morning, SEC Commissioner Daniel Gallagher contended that, in its efforts to adopt pay-ratio rules that conform to the Dodd-Frank mandate, the SEC was just putting itself in a box – viewing the Dodd-Frank mandate as so prescriptive that the SEC could only […]
Does disclosure of a high CEO-employee pay ratio affect consumer behavior?
by Cydney Posner The answer is yes, according to a recent study from the Harvard Business School, “Paying Up for Fair Pay: Consumers Prefer Firms with Lower CEO-to-Worker Pay Ratios. Just in time to be part of the mood music for the SEC’s expected adoption of final pay-ratio rules on […]
SEC sets meeting to vote on final pay-ratio rules
by Cydney Posner As widely rumored, the SEC will consider final adoption of the Dodd-Frank pay-ratio rules on August 5.
SEC to adopt pay-ratio rules without broad exclusions, reports WSJ
by Cydney Posner The SEC may adopt final pay-ratio rules, mandated by Dodd-Frank, possibly as early as next week. More significantly, according to the WSJ, the final rules will be adopted “without broad exclusions sought by companies.” The pay-ratio proposal requires most public companies to disclose the relationship of CEO pay […]
Cooley Alert: SEC Proposes Long-Awaited Compensation Clawback Rule
by Cydney Posner See our Cooley Alert on the SEC’s new rule proposal regarding recovery of erroneously awarded compensation, the so-called clawback rule. It’s called SEC Proposes Long-Awaited Compensation Clawback Rule.
Some notes from the SEC’s Investor Advisory Committee meeting
by Cydney Posner Today, at a meeting of the SEC’s Investor Advisory Committee, the committee heard various updates regarding proxy season, shareholder rights and related matters. Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever. Why strange? Because of the impact […]
SEC proposes clawback rules
by Cydney Posner At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal. As you may recall, Section 954 required the SEC to direct the national securities exchanges […]
Delaware Chancery Court applies entire fairness standard of review to director compensation
by Cydney Posner What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders? That was the question before the Delaware Chancery Court in Calma v. Templeton. The answer is, as always: […]
More than half of poll respondents plan to disclose “more than the minimum” under pay-versus-performance rules
by Cydney Posner A poll conducted by compensation consultant Towers Watson in the course of its webcast on the SEC’s proposed pay-versus-performance disclosure rules revealed that, if the rules are adopted, more than half of the respondents expect to disclose “more than the minimum” required under the SEC proposal and […]
Executive compensation — a trigger for hedge fund activism?
by Cydney Posner Is executive pay becoming a hot button issue for activist hedge funds? While executive pay has long been under scrutiny from standard-issue corporate governance activists, such as union pension funds, the interest of some hedge fund activists in executive compensation issues has the potential to introduce a […]
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