Blog

FW Cook Authors

Profile image of Bindu M. Culas
Bindu M. Culas
Principal
New York, NY
Profile image of Samantha Nussbaum
Samantha Nussbaum
Principal
Los Angeles, CA

Bindu Culas and Samantha Nussbaum are former practicing lawyers who moved over to the consulting side of executive compensation several years ago. They have launched this blog to keep clients, colleagues, fellow practitioners, and others interested in this area up-to-date on market trends, regulatory developments, and the like. Thank you for reading. Any and all feedback is welcome. We look forward to hearing your thoughts!


November 21, 2017

ISS Releases Preliminary Compensation FAQs for the 2018 Proxy Season

Today, ISS published preliminary U.S. compensation FAQs, which provide insight to the updated ISS quantitative pay-for-performance screening methodology and its U.S. Equity Plan Scorecard (EPSC) evaluation related to stock plan proposals, each as applicable to public companies with annual shareholder meetings on or after February 1, 2018.

By Samantha Nussbaum, David Yang

Read More
November 20, 2017

ISS Releases Policy Updates for 2018 Proxy Season

On November 16, ISS released policy updates applicable to public companies with annual shareholder meetings on or after February 1, 2018. The compensation-related policy updates impact say-on-pay proposals in the U.S. and Canada and the re-election of board members in the U.S. In addition, ISS adopted a new U.S. policy regarding shareholder proposals seeking gender pay gap information. Finally, the policy updates do not address the use of “realizable pay” or the CEO pay ratio to evaluate pay-for-performance alignment or excessive compensation practices in 2018.

By Wendy J. Hilburn, David Yang

Read More
November 15, 2017

Tax Bill Alert: Welcome Relief as New Deferred Compensation Rule Also Deleted from Senate Bill

Last night, Senate Finance Committee Chairman Hatch released the first amendments to the Senate’s version of the Tax Cuts and Jobs Act.  Amendments related to executive compensation largely mirror changes that were made to the House version of the bill last week.  An important change was the deletion of new rules that would have taxed non-qualified deferred compensation (including non-qualified stock options) upon vesting.  This means non-qualified stock options will continue to be taxed upon exercise and Section 409A lives on to govern deferred compensation.

By David Gordon, Kenneth H. Sparling

Read More
November 10, 2017

Tax Bill Alert: Newly Released Senate Version of Tax Bill Retains Troublesome Deferred Compensation

Yesterday evening, Senate Finance Committee Chairman Hatch released details of the Senate’s version of the Tax Cuts and Jobs Act. The most notable development for executive compensation is that the Senate bill generally contains the same executive compensation related provisions that were included in the first, and now outdated, release of the House bill (H.R. 1).

By David Gordon, Kenneth H. Sparling

Read More
November 9, 2017

Tax Bill Alert: Section 409A Deferred Compensation is Preserved Under House Amendment

Today, House Ways and Means Committee Chairman Brady released an amendment that impacts several provisions of H.R. 1. Most notably for executive compensation, the amendment strikes Section 3801 of H.R. 1 (which introduced a new “Section 409B”), thereby preserving the current-law tax treatment of nonqualified deferred compensation.

By Bindu M. Culas, Samantha Nussbaum

Read More
November 6, 2017

Executive Compensation Landscape Could Change Dramatically Under Proposed Tax Bill

On November 2, 2017, the House Ways and Means Committee released the “Tax Cuts and Jobs Act” (H.R. 1). The bill designates several executive compensation items for amendment or repeal. If enacted as proposed, H.R. 1 would result in sweeping changes in the design and taxation of executive compensation including: elimination of non-qualified deferred compensation arrangements, elimination of non-qualified stock options as a long-term incentive vehicle, and elimination of deduction for performance-based compensation under I.R.C. §162(m).

By Samantha Nussbaum, David Gordon, Bindu M. Culas

Read More
November 1, 2017

ISS Seeks Comment on Draft 2018 Policy Updates

On October 27, 2017, Institutional Shareholder Services (ISS) commenced a two-week consultation period on potential updates to its benchmark voting policy for 2018. There are a total of 13 U.S. and international draft policy updates for consideration, of which two relate to U.S. compensation matters: non-employee director (NED) pay and gender pay gap proposals.

By Bindu M. Culas, Wendy J. Hilburn, Samantha Nussbaum, David Yang

Read More
October 4, 2017

SEC Issues Significant Guidance on Pay Ratio Disclosure Rules

On September 21, the SEC released several documents interpreting the pay ratio disclosure rules required under Dodd-Frank.  In addition to implicitly confirming the widespread perception that the SEC plans to take no steps to modify the final regulations or delay implementation of the rule, the guidance provided some liberalization with respect to the procedures companies could use to compute the pay ratio and to make compliance less onerous.  Notably, the SEC reversed its controversial position that, at least in some circumstances, independent contractors and leased workers had to be counted in computing the pay ratio.

By David Gordon, Samantha Nussbaum

Read More
September 29, 2017

FW Cook Publishes 2017 Aggregate Share-Based Compensation Report

FW Cook recently released the 5th edition of its report on aggregate share-based compensation practices, which covers company-wide equity grant levels and practices at 300 U.S. based companies for the period 2014 – 2016.

By Steven Knotz, Principal

Read More
August 30, 2017

FW Cook Publishes 45th Edition of Annual Top 250 Report

In its 45th year of publication, FW Cook's annual Top 250 Report details the long-term incentive practices and trends of the 250 largest companies by market cap value in the Standard & Poors ("S&P") 500. The survey is intended to provide information to assist boards of directors and compensation professionals in designing and implementing effective long-term incentive programs that promote long-term success for their companies.

By Voytek Sokolowski, Austin Lee

Read More
August 29, 2017

2017 Mid-Year Equity Plan Voting Results Update

Among Russell 3000 companies, there were a total of 412 proposals seeking shareholder approval of equity plan amendments and 191 proposals requesting shareholder approval of new equity plans. With the exception of three proposals, all received majority shareholder support.

By Bindu M. Culas, Samantha Nussbaum

Read More
August 21, 2017

A Slimmed-Down SEC Agenda is Missing Executive Compensation Rulemaking

On July 20th, the SEC released its rulemaking agenda, and the list is much shorter than it was last year at this time. The list purports to reflect the rulemaking initiatives for the coming year, and several remaining Dodd-Frank executive compensation items are not on the agenda.

By Bindu M. Culas, Samantha Nussbaum

Read More
August 3, 2017

New ISS Policy Survey (Including Pay Ratio and Non-Employee Director Compensation Questions) Available for Input

ISS recently launched two surveys - the Governance Principles Survey and the Policy Application Survey - soliciting market feedback for its 2018 policy updates. ISS is seeking feedback on several issues, including one related to the “Pay Ratio Between Senior Executives and Employees” and another related to “Non-Employee Director Pay.” The surveys will be open until August 31st and October 6th, respectively.

By Samantha Nussbaum, David Yang

Read More
July 7, 2017

Key Reasons for ISS “Against” Say-on-Pay Vote Recommendations

While an ISS recommendation is not per se determinative of the final Say-on-Pay vote result, a “For” recommendation significantly increases the likelihood of securing a positive outcome, and an “Against” vote recommendation typically requires companies to engage in substantial investor outreach.

By Bindu M. Culas, Samantha Nussbaum

Read More
June 13, 2017

2017 Say-on-Pay Recap to Date

2017 marks the seventh year for “Say-on-Pay” voting. Consistent with prior years, an overwhelming percentage of Russell 3000 companies have obtained majority Say-on-Pay support to date and ISS issued an "Against" vote recommendation on approximately 11% of Say-on-Pay proposals.

By Bindu M. Culas, Samantha Nussbaum

Read More