Category: Executive Compensation
Is a three-year performance period for restricted stock too short?
by Cydney Posner Some consultants say yes. In this article, posted on CFO.com, two consultants argue that the use of the three-year time horizon frequently associated with performance-based restricted stock grants may not really be long enough, especially where the performance measure is relative total shareholder return (TSR). In fact, […]
Institutional shareholders weigh in on pay-ratio disclosure
by Cydney Posner In this article from Bloomberg, institutional investors and proxy advisory firms expressed their views on the value of the SEC’s new pay-ratio disclosure (which, for most companies, will not be reported until the 2018 proxy statement). (See this PubCo post and this Cooley Alert, SEC Adopts Final Pay-Ratio […]
Cooley Alert: SEC Adopts Final Pay-Ratio Rule
by Cydney Posner See our Cooley Alert on the SEC’s final rule on pay-ratio disclosure. It’s called SEC Adopts Final Pay-Ratio Rule.
Will more regulation be imposed on stock buybacks?
by Cydney Posner Lots of companies have been buying back their stock in recent years, either on their own initiative because, for example, management thinks the shares are undervalued, or sometimes at the insistence of hedge fund activists bent on increasing the market price of the shares. Now, as discussed […]
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 […]
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