Our Insights

Ask the Experts: What Will be a Hot Topic in Corporate Governance in 2015?

Now is the time for Boards to take a fresh look at their goal setting approach. At the time this was written, the SEC had not provided final rules on the CEO Pay Ratio or clawback requirements. While these topics will be hot in 2015 if final rules are provided, I view goal setting as potentially a more complicated and pressing issue for many Boards. Read more

Understanding the Impact of ISS’ Multiple of Median Test on Say on Pay Vote Support

Our weekly Say on Pay research consistently demonstrates that vote support is, on average, meaningfully lower (28%) when Institutional Shareholder Services (ISS) recommends “against” an issuer’s Say on Pay proposal. And, while ISS will conduct a thorough qualitative review before issuing an “against” recommendation, we know that ISS’ three quantitative tests are used as a preliminary screen to determine the level of qualitative scrutiny applied. Read more

CEO Performance Reviews: Five Tips for Moving from Good to Great

Most CEOs welcome information that can improve their impact and effectiveness. As such, CEOs depend on directors for thorough annual reviews—reviews that cover not only financial results but also management and leadership competencies and operational excellence. The weakness in many reviews is that they underestimate the value of rigor behind the feedback and the quality of the conversation. Here are five tips to revitalize reviews to help the CEO deliver long-term sustainable performance. Read more

How Much Does Performance Count In a Say-on-Pay Vote?

Say-on-pay votes are a barometer of shareholder sentiment on executive compensation and performance. While the fraction of companies that fail say on pay—those that receive less than 50 percent support—is small, such feedback is a warning signal to directors that… Read more

Executive Pay: What to Expect for 2015

It’s that time of year when compensation committees and management teams are contemplating changes to executive compensation for 2015. Committees want the changes to be business-based, competitive, and responsive to the market and investor priorities. While not the only consideration,… Read more

Panel Discussion: Driving the Right Performance and Long-Term Incentives

Blair Jones moderated a panel at the Sept 11-12, 2014, Compensation Committee Boot Camp, jointly hosted by NYSE Governance Services, Corporate Board Member and Equilar. The panel answered questions such as how boards ensure performance measures and how to align goals with long-term incentive pay design. This panel also evaluated the right mix of vehicles and metrics that will drive multi-year corporate performance objectives. Read more

How to Successfully Navigate the Changing Landscape of Equity Authorizations

The path to requesting additional shares from shareholders for equity incentive plans has been well defined, and with a success rate over 99%, companies are clearly very comfortable navigating that path. However, the landscape is changing and companies now have a longer list of items to consider in order to ensure a successful share authorization. Read more

Five Questions Comp Committees Should Ask About Perks

Executive perquisites are one of the most overlooked aspects of the executive employment package during compensation committee meetings, and for good reason, executive compensation consultants contend. Except for outsize perks such as corporate aircraft use, perquisites are typically one of the smallest components of executive pay and thus attract less attention than other elements, such as long-term incentive plans and deferred compensation. Read more