Dialogue

The latest reporting, opinion and research on executive compensation. We don’t necessarily agree with it all, but we provide it here for consideration.

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Week of
July 13, 2015

Quick Picks

Shareholder Proposal Developments During the 2015 Proxy Season | Gibson, Dunn & Crutcher LLP | July 17, 2015

Elizabeth Ising of Gibson, Dunn & Crutcher LLP finds that proxy access and no action requests are the major topics of 2015 shareholder proposals to date. More proposals have been submitted so far in 2015 than at this time last year, mainly due to an increase in proxy access proposals that allow shareholders to nominate directors. Moreover, proposal exclusions – which allow a company to exclude shareholder proposals that conflict with management proposals, also known as "no-action requests" – increased after the SEC decided to withhold opinions on any 2015 challenges in January. Fewer proposals have been excluded and the SEC staff declined to issue responses to 15% of the no-action requests. Executive compensation proposals centered on proposals to limit accelerated vesting of equity awards, to adopt or disclose clawback policies, and to report on the pay ratio between CEOs and median employees. Read more

NACD Survey on the Compensation Committee

The National Association of Corporate Directors (NACD) Blue Ribbon Commission on the Compensation Committee has released its third report on executive compensation, recommending that companies improve communication, evaluate talent development across the organization, and allow Compensation Committees to exercise discretion in aligning programs with company goals to improve their compensation programs. In the second link below, NACD Chairman Barbara Hackman Franklin advocates for Compensation Committees expanding their purview to include monitoring talent development throughout the organization and increasing diversity at the Board and Committee level.

Compensation Trends + Developments

Regulation, Legislation + Governance

From Critics + Commentators