Category: Executive Compensation
SEC’s Advisory Committee on Small and Emerging Companies recommends harmonizing and expanding disclosure accommodations for small companies
by Cydney Posner At a meeting of the SEC’s Advisory Committee on Small and Emerging Companies at the end of last month, the Committee approved a set of Recommendations about Expanding Simplified Disclosure for Smaller Issuers. A key focus underlying the recommendations is some effort at harmonizing the jumble of […]
Is TSR really the best performance metric?
by Cydney Posner While TSR (total shareholder return) is increasingly used a performance metric for executive compensation, a study by Cornell University and Pearl Meyer, an executive compensation consultant, showed no real correlation to improvements in company performance, reports the WSJ. In the study, over 48% of S&P 500 companies […]
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.
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