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Board Related Governance & Board Compensation

Find coverage of the latest news and strategies in board related governance, including company risk assessments, clawback policies and other common pay governance policies. Also find the latest on board compensation, including discussions of director pay magnitude and payment mechanisms.

A Cautionary Tale for New Compensation Committee Members

New directors bring fresh perspectives that contribute to a healthy discussion of all aspects of a business, including compensation, and often challenge the status quo (a notion which can be both good and bad). However, where compensation is concerned, directors would be well advised to look before they leap. This article provides a cautionary tale for companies with well-intentioned directors who may not appreciate that the changes they desire may be more suited to cultures they had known in the past. Read more

Board Pay Trends

Semler Brossy Consulting Group Managing Principal Blair N. Jones analyzes emerging director pay trends. Read more

Four Principles Guiding Discretion

All businesses are inherently uncertain, which complicates business planning and makes target-setting and year-end decision-making for incentives a challenging endeavor. In these times of volatile national and global markets, the calls for adjustments to formulaic awards are becoming increasingly pervasive. Add to these market factor a variety of unforeseen events both man-made: the political gridlock in Washington and the resulting fiscal cliff, sequestration etc. and natural: the devastating and disrupting effects on businesses of Super Storm Sandy last year and the Mississippi flooding the year before — and the challenges facing compensation committees with respect to the application of discretion are truly daunting. Read more

Comp Committee Conversations

Semler Brossy’s Blair Jones and Broadridge Financial Director Stuart Levine discuss the conversations compensation committees should be having to establish optimum remuneration plans. Read more

Advancing the Dialogue: Getting the Most Out of Your Company’s Compensation Risk Assessment

As the 2013 proxy season gets under way, issuers must again assess the level of risk in their compensation programs – namely, issuers must evaluate whether or not their compensation policies and practices are reasonably likely to have an adverse effect on the company. Our experience suggests that for most companies, compensation risk assessment is a routine, “check-the-box” exercise that often fails to reveal the company’s compensation-related enterprise risks. In this article we outline a multi-faceted approach to compensation risk assessment that executives can employ to ensure the process is both thorough and “value-added.” Further, we detail four critical questions that an engaged Director should raise to ensure their company’s risk assessment is compliant, thoughtful, and comprehensive. Read the entire article (PDF) written by Blair Jones and Mark Emanuel. Read more

Exec Stocks: Selling the Right Way

No director wants to see his or her company cited in the newspaper for executivepay transgressions. Especially not on the front page of The Wall Street Journal. And especially when the reporter suggests stock sales from an executive-pay plan hurt shareholders. But that’s what happened on Nov. 27, in what might be called the Thanksgiving Surprise: CEOs of companies ranging from Big Lots to VeriFone Systems saw their photographs published for questionable trades of incentive stock. Read more