Where you stand on CEO comp depends on where you sit
by Cydney Posner CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay it). According to the paper, two 2016 surveys, by the Rock […]
Nasdaq proposes “golden leash” disclosure, but will it prohibit the practice?
by Cydney Posner At the end of January, Nasdaq filed with the SEC a rule proposal related to third-party compensation of directors in connection with their candidacy for and/or service on company boards, often referred to as “golden leash” arrangements. Golden leash arrangements are most common in connection with board nominations […]
Does the rise of the “new insider” mean that it’s time for a board refreshment policy?
by Cydney Posner The term “board refreshment” may elicit some giggles – no, we’re not talking about shots of The Balvenie 50-Year Old Single Malt Scotch Whisky, Speyside, Scotland – but the topic of director tenure is increasingly becoming the focus of both academics and investors. Why? Don’t long-term directors contribute […]
Deadline for filing cert petition extended again in conflict minerals case
by Cydney Posner The Chief Justice has granted another extension of time for the SEC to file a petition for cert in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. The SEC now has until April 7, 2016 to file its petition.
Director resignation policies under fire
by Cydney Posner The originator of the “Pfizer model” of “plurality plus” voting for directors — Pfizer — will be facing a shareholder proposal (January 29, from the Chevedden folks) calling for a change to Pfizer’s governing documents and policies regarding majority voting. The “plurality plus” model requires directors to […]
Is Section 162(m) just “a gnat on an elephant”?
by Cydney Posner According to an interesting article, “The Executive Pay Cap That Backfired,” by Allen Sloan, published in ProPublica on February 12, not only did tax code Section 162(m) not achieve its intended goal, it actually backfired – or at least led to a counter-intuitive result. But it did […]
Corp Fin Staff grants no-action relief allowing exclusion of shareholder proposals for proxy access under Rule 14a-8(i)(10)
by Cydney Posner Now that Corp Fin has issued Staff Legal Bulletin 14H providing guidance that, for most practical purposes, eliminates the availability of Rule 14a-8(i)(9) (see this PubCo post) to exclude shareholder proposals that conflict with management proposals, there has been substantial speculation about the contours of Rule 14a-8(i)(10), the exclusion for proposals […]
Does merit pay work?
by Cydney Posner Most employers in North America don’t think so, according to CFO.com, reporting on a new survey by the compensation consulting firm, Willis Towers Watson. The survey, conducted in the last quarter of 2015, was directed at 150 large and midsize U.S. and Canadian employers. The survey reached […]
Want to increase company performance? Increase the proportion of women in corporate leadership
by Cydney Posner So says a new study from the Peterson Institute for International Economics. The results suggest that the presence of women in corporate leadership positions may improve firm performance and that “the magnitudes of the correlations are not small.”
SEC’s investor advocate echoes concerns of SEC’s Investor Advisory Committee on Nasdaq Solicitation of Comments
by Cydney Posner The SEC’s Investor Advocate has issued a letter to Nasdaq concerning Nasdaq’s Solicitation of Comments regarding certain Nasdaq shareholder approval rules. The comments largely echo the comments of the SEC’s Investor Advisory Committee, which were fundamentally skeptical of the Solicitation. (See this PubCo post.)