A CAP article was recently published by the Harvard Law School Forum on Corporate Governance. The article discussed the new Pay Versus Performance (PvP) disclosure amongst the early S&P 500 filers. The article discusses trends within the comparator group choices for the TSR calculations, company-selected measures, tabular list of important measures, explanation of relationships between compensation and performance, length of disclosure, and more. The article was authored by Partner Kelly Malafis, Analyst Matthew Schwarcz, and Analyst John Swift. Read the full article here.
A CAP alert authored by Partner Margaret Engel and Principal Bonnie Schindler was recently featured by the Harvard Law School Forum on Corporate Governance. The alert discusses the recently released New York Stock Exchange (NYSE) and Nasdaq Stock Market rules implementing the Securities and Exchange Commission’s (SEC’s) Dodd-Frank clawback rules. The report hits topics such as the timing for compliance, who needs to comply, what compensation is impacted, what disclosures are required, and how NYSE and Nasdaq listed companies should take action now. Read the original alert here.
The CAP report on early filers authored by Principal Ryan Colucci was recently featured by the Harvard Law School Forum. This report investigates compensation actions for CEOs and CFOs at S&P 1500 companies that have fiscal year ends between 9/30 and 11/30 and has been featured multiple times by different news outlets. Read the full report here.
Principal Shaun Bisman and Associate Jared Sorhaindo recently authored an article that was published by Harvard Law School’s Forum on Corporate Governance. The article details the recent ISS-issued frequently asked questions (FAQs) documents related to equity compensation plans, peer group selection methodology and issuer submission process, and compensation policies. The equity compensation plan FAQs cover topics under the rubric of ISS’ Equity Plan Scorecard and the compensation policies FAQs cover compensation topics more broadly.
A recent CAP alert detailing the updated proxy voting guidelines for 2023 was reprinted by the Harvard Law School Forum on Corporate Governance. This alert was authored by Principal Shaun Bisman and Associate Jared Sorhaindo. The recent policy changes released by ISS will go into effect for annual meetings held on or after February 1, 2023. Among the changes discussed are updated guidelines on problematic pay practices, value-adjusted burn rate, ESG metrics, board gender diversity, shareholder proposals on racial equity and/or civil rights audits, and climate accountability.
A CAP report was recently published by the Harvard Law School Forum on Corporate Governance. The report details the Private Company Board Compensation and Governance Survey that CAP and Family Business and Private Company Director magazines conducted this year. Board members at privately held and family-owned companies play an important role in governance and oversight and this survey adds insight on how these members are compensated. It also addresses the data deficiency on private company board pay. This survey was conducted and published by Partners Bertha Masuda and Susan Schroeder and Principal Bonnie Schindler. Harrison Evans and Gabriel Brown also provided analysis for this report.
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.