FW Cook Authors
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!
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.
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, PrincipalRead More
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.
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.
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.
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.
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.
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.