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By NACD Private Company Directorship | Sep 25, 2022 | Read more
An article authored by Partner Susan Schroeder was published by the National Association of Corporate Directors. Susan discusses several aspects of corporate governance that are important to family businesses and may require different treatment than at venture-backed private companies or public companies. The key issues discussed are corporate strategy, succession planning, recruiting and retaining key talent, and performance evaluations. When discussing these issues, it is important for family business board members to communicate with all stakeholders in a transparent manner and to ensure that all relevant parties have a voice in conversations related to the business.
By Harvard Law School Forum | Sep 21, 2022 | Read more
Partner Dan Laddin, and Senior Analyst Louisa Heywood wrote an article on the new Pay Versus Performance disclosure requirements. The requirements are to help shareholders compare executive compensation with company financial performance over a period of several years. Any company with a fiscal year that ends on December 16, 2022, or after will be required to have this disclosure in their next proxy statement.
By Agenda | Sep 16, 2022 | Read more
Partner Dan Laddin was quoted in an Agenda article that discussed the SEC’s new Pay-for-Performance Rule that you can read more about here. In the article Dan goes into detail about the company-selected measure (CSM). He explains that for this measure companies should consider using whichever metric is the most heavily weighted in their annual incentive plan. These tend to be metrics tied to profitability such as EBITDA, adjusted net income, or adjusted earnings per share. Companies should then use the narrative section to discuss how pay tracks with the CSM performance, and why pay may or may not track as well with GAAP net income. Dan goes on to explain that firms typically do not use GAAP net income to make compensation decisions. It can make it appear that the CEO is being paid for underperformance.