Glass Lewis’ 2022 Policy Guidelines: Important Updates

By Harvard Law School Forum | Dec 20, 2021 | Read more

Principal Shaun Bisman and Analyst Han Wen Zhang discuss Glass Lewis’ recently released 2022 policy guidelines. The new amendments address compensation, board diversity, and environmental and social areas. The key changes for 2022 focus on diversity and SPAC governance. This post discusses key compensation and Environmental, Social and Governance (ESG) updates.

Glass Lewis Raises the Bar on E+S Incentive Metrics

By Agenda | Dec 10, 2021 | Read more

Principal Shaun Bisman was quoted in an Agenda article this week discussing the updated 2022 proxy voting guidelines published by proxy advisory firm Glass Lewis. Glass Lewis wants companies to offer more robust disclosure about the use of environmental and social incentive metrics and while they won’t require the actual use of these metrics, they will consider them in their say-on-pay analyses. Shaun Bisman explains that companies must be able to identify not only where they are today but where they want to be in the future before they start incorporating these types of metrics in their incentive plans. He also explains how we should expect to see more robust rationale in the upcoming 2022 proxy season regarding these incentive metrics.

Private Company Board Compensation 2021

By Private Company Director | Nov 23, 2021 | Read more

An article by CAP Partners, Bertha Masuda and Susan Schroeder, and Principal, Bonnie Schindler, was featured as the cover story for the October 2021 issue of Private Company Director magazine. This article reviews the results of the 2021 CAP-MLR Media survey of private-and family-company board compensation. It is timely information as the market is hot for attracting diverse and talented directors and private companies need to remain competitive.

The Largest Financial Planning Perks for NEOs

By Agenda | Nov 15, 2021 | Read more

Partner Kelly Malafis discusses financial planning perks for NEOs. Although executive perks overall are declining, the more common perk being offered to NEOs is financial planning services. According to Main Data Group, around just under thirty percent of companies in the S&P 500 provided some form of financial planning perquisite. Kelly Malafis explained that although perk allowances may make sense to some companies, there are benefits to carving out explicit financial planning benefits in their disclosures as it makes it easier to explain the rationale to shareholders.

Compensation Considerations in a Merger of Equals

By Bank Director | Nov 3, 2021 | Read more

Partner Kelly Malafis and Principals Shaun Bisman and Mike Bonner discuss compensation considerations when comparable banks merge as one. They note that developing the human capital strategy and compensation program at the pro forma bank is a key factor for the management teams and boards to consider. The newly executed compensation philosophy should guide how the bank pays its employees and a common approach for many merged banks to tie the team together is to provide a long-term incentive award.

ISS’ Annual Policy Survey Results

By Harvard Law School Forum | Nov 2, 2021 | Read more

Principal Shaun Bisman and Analyst Han Wen Zhang discuss ISS’ annual policy survey results. The global benchmark policy survey covers a wide array of issues including executive compensation, board meeting practices, and governance provisions. Key findings included that most respondents view the inclusion of ESG metrics as an appropriate way to incentivize executives and that for the 2021 proxy season mid-cycle changes to long-term incentive awards were viewed as a problematic response to the pandemic by ISS. Survey responses indicate investors favor more extensive disclosures on ESG issues and measuring compensation against long-term performance.

Citigroup CEO Defends Executive Bonuses Tied to Compliance Fixes

By American Banker | Oct 14, 2021 | Read more

Partner Kelly Malafis and Principal Shaun Bisman were quoted in a published article discussing Citigroup executives defending the decision to tie bonuses with compliance fixes. Shaun Bisman revealed it is somewhat unusual to see companies put incentive programs in place that are tied to satisfying regulatory concerns. In addition, Kelly Malafis explained how Citigroup is sending a strong message of what is important to them by developing a program that is clearly tied to the issues the company is facing.

More Boards Cap Equity and Cash in Director Comp Plans

By Agenda | Oct 11, 2021 | Read more

Partner Dan Laddin, Partner Matt Vnuk, and Associate Whitney Cook discuss a rise in the percentage of companies that have put a limit in place on the total amount of cash and equity paid to individual board members. They reveal that this is the first year the prevalence of cash and equity became a majority practice. Other findings are that caps on pay help board of directors mitigate risk and that limits put on director compensation plans are typically found within long-term incentive plans, which are periodically approved by shareholders.