SEC Rule Change Requires Human Capital Resources Disclosure

November 11, 2020

Can These Options be Saved? - An Issue from 2009 (and 2001) Is Timely Again

November 9, 2020  |  Can These Options be Saved?

Strategies for Problematic Stock Ownership Timeline Requirements

November 4, 2020

ESG & The 2020 U.S. Presidential Election

November 2, 2020  |  Thanks to Heidi DuBois, Alex Heath, and Jill Fisher, Edelman

Practical Insights into Incorporating New Human Capital Management Disclosures

October 28, 2020  |  Freshfields Bruckhaus Deringer LLP

The Next Wave of COVID-19 Litigation: “Take Home” Lawsuits

October 26, 2020  |  Expert Institute

New ISS FAQs: COVID-Related Pay Decisions

October 21, 2020  |  Thanks to Liz Dunshee and Compensation Standards

Reforming CEO Pay to Grow the Pie for Wider Society

October 19, 2020  |  Thanks to Alex Edmans

Virtual Shareholder Meetings in the 2021 Proxy Season

October 14, 2020  |  Skadden, Arps, Slate, Meagher & Flom LLP

When What Goes Down Comes Up – Reporting NEO Compensation Restoration

October 12, 2020  |  Bryan Cave Leighton Paisner LLP

A View on the SEC Rule Regarding Human Capital Disclosures

October 7, 2020  |  Thanks to Thomas Riesenberg, Sustainability Accounting Standards Board

How Great Companies Deliver Both Purpose and Profit

October 5, 2020  |  Thanks to Alex Edmans

SEC Issues COVID-19 Related Perquisites C&DI

September 30, 2020  |  Thanks to our Friend and Colleague Mark Borges

The Seven Sins of ESG Management

September 28, 2020  |  Thanks to Kosmas Papadopoulos and Rodolfo Araujo

Companies Are Getting Creative As D&O Insurance Rates Skyrocket

September 23, 2020  |  Thanks to Jef Feeley and Katherine Chiglinsky

CEO Succession Plans in a Crisis Era

September 21, 2020  |  Russell Reynolds Associates

How Boards Can Plan for the Disasters That No One Wants to Think About

September 17, 2020  |  Harvard Business Review

Airlines Once Again Approach Congress With Captain’s Hat in Hand

September 14, 2020  |  Thanks to Veronique De Rugy

IRS Issues Guidance on COVID-19 Deferral of Social Security Tax

September 10, 2020  |  Pillsbury Winthrop Shaw Pittman LLP

Covid-19: Impact on Additional Share Requests

September 8, 2020  |  Thanks to our friend and colleague Lynn Jokela

The Next “Defund” - San Francisco will put 'CEO Tax' on the ballot this November - What’s Next?

September 2, 2020  |  Thanks to Evan Webeck

When Performance Shares Aren't Performing

August 31, 2020  |  Thanks to Carol Silverman, and Amy Knieriem

McDonald’s Clawback Suit Against Former CEO: A Cautionary Tale

August 26, 2020  |  Fenwick & West LLP

Investor Focused ESG Metrics in Executive Compensation

August 24, 2020  |  Thanks to Clermont Partners

Attorney-Client Privilege – A Key Ingredient of Boardroom Disasters

August 19, 2020  |  With deepest thanks to our friend and colleague Adam J. Epstein

ISS Policy Survey: Questions on Executive Compensation

August 17, 2020  |  Thanks to Lynn Jokela

Asians Tacked On to Calif. Board Diversity Bill

August 12, 2020  |  Agenda

Stakeholder Capitalism Seems Mostly for Show

August 10, 2020  |  The Wall Street Journal

RSUs: New IRS Memo Creates Payment Date & Tax Opportunities

August 5, 2020  |  Thanks to our friend and colleague Liz Dunshee

Divided SEC Passes Controversial Proxy Advisor Rule

August 3, 2020  |  Bloomberg Law

Corporate Governance Update: Raising the Stakes for Board Diversity

July 29, 2020  |  Wachtell, Lipton, Rosen & Katz

Secular Shocks and Executive Compensation—Lessons from COVID-19

July 27, 2020  |  Equity Methods

Boards Review C-Level Transitions in Light of Covid-19

July 22, 2020  |  Agenda

Airbnb Was Like a Family – Until the Layoffs Started

July 20, 2020  |  The New York Times

20 Musts for Fall 2020 Shareholder Engagement

July 15, 2020  |  Teneo

Noncompete Considerations for Employers Implementing COVID-19 Cost-Cutting Measures

July 13, 2020  |  Akin Gump

Boards Reworking Bonus Plans Amid Crisis

July 8, 2020  |  Agenda

Addressing Outstanding Equity Grants Due to COVID-19

July 6, 2020  |  Veritas Executive Compensation Consultants

Does ESG Matter Amidst a Global Crisis?

July 1, 2020  |  Sustainable Governance Partners LLC

SEC Perk Disclosure Enforcement Actions Continue

June 29, 2020  |  Pillsbury Winthrop Shaw Pittman LLP

Equity Incentives at Publicly Traded vs. Private Equity Owned Companies: Is There a Difference?

June 24, 2020  |  Thanks to our friends and colleagues Michael Sirkin and James Reda

Companies Think Through Sharing More of Their Earnings With Their Workforce

June 22, 2020  |  Bloomberg

Boards Reset Executive Pay, Equity Grants During Market Rout

June 17, 2020  |  The Wall Street Journal

Why Business Needs Military Aviators

June 15, 2020  |  Thanks to Paul "Mousse" Mitchell

The Return of Poison Pills: A First Look at “Crisis Pills”

June 10, 2020  |  Thanks to Ofer Eldar (Duke University) and Michael Wittry (Ohio State University)

COVID-19 Considerations for Employee and Director Compensation Reductions

June 8, 2020  |  Simpson Thacher & Bartlett LLP

U.S. Firms Shield CEO Pay as Pandemic Hits Workers, Investors

June 3, 2020  |  Reuters

Reopening to a New Normal: Considerations for Boards

June 1, 2020  |  Wachtell, Lipton, Rosen & Katz

Human Capital, Front and Center

May 28, 2020  |  Thanks to Robert Main, Marc Lindsay, and Amy Hernandez, Sustainable Governance Partners

COVID-19 – Amending Executive Compensation Performance Goals

May 26, 2020  |  Thanks to Proskauer Rose LLP

The First Outside Director

May 21, 2020  |  Deepest thanks to our friend and colleague Dr. David F. Larcker and Brian Tayan (Stanford University)

COVID-19 Impact: Potential Risks and Problems in Signed M&A Deals

May 19, 2020  |  Thanks to Mara H. Rogers, Amelia Xu, and Geetika Jerath, Norton Rose Fulbright US LLP

A Potential Alternative to Repricing Underwater Stock Options?

May 14, 2020  |  Deepest thanks to our friend and colleague Mike Melbinger

Inducement Grants Enable Companies to Avoid Depletion of Equity Plan Share Reserves

May 12, 2020  |  Thanks to Morgan, Lewis & Bockius LLP

The Rise of ESG Metrics in Executive Compensation

May 7, 2020  |  Thanks to Sullivan & Cromwell LLP

Addressing Underwater Stock Options and Stock Appreciation Rights Amidst COVID-19

May 5, 2020  |  Davis Polk & Wardwell LLP

Stop Blaming Milton Friedman!

April 30, 2020  |  Thanks to Brian Cheffins

The Rise of the Aggressive Poison Pill

April 28, 2020  |  Thanks to Sanjay M. Shirodkar, Sidney Burke, and Joshua M. Samek, DLA Piper

Is Private Equity Having Its Minsky Moment?

April 21, 2020  |  Our Deepest Thanks to Matt Stoller

COVID-19: Considerations for Companies That Have Not Yet Established Their 2020 Incentive Compensation Programs

April 16, 2020  |  Thanks to Davis Polk & Wardwell LLP

Glass Lewis Announces Company Opinions to be Included with Proxy Reports

April 13, 2020

ISS Special COVID-19 Updated Guidance Bulletin

April 10, 2020  |  Thanks to Lynn Jokela

Compensation Limits Under the CARES Act

April 6, 2020

Ten COVID-19 considerations for Boards of Directors

April 1, 2020  |  Sidley Austin LLP

Revisiting Stock Option Repricing

March 30, 2020  |  Thanks to Shearman & Sterling LLP

As COVID-19 Disrupts Financial Markets, is it Time to Consider a Poison Pill?

March 26, 2020  |  Morgan, Lewis & Bockius LLP

Immediate Glass Lewis Guidelines Update on Virtual-Only Meetings due to COVID-19 (Coronavirus)

March 24, 2020

Key Issues for Directors Relating to COVID-19

March 23, 2020  |  Wachtell, Lipton, Rosen & Katz

Is the Coronavirus Killing the Proxy Season?

March 16, 2020  |  Sidley Austin LLP

Professor Bebchuk’s Errant Attack on Stakeholder Governance

March 9, 2020  |  Our thanks and deepest respect to our colleagues Martin Lipton, Esq. and Professor Lucian Bebchuk

Four Things Every Compensation Committee Member Should Do

March 2, 2020  |  Forbes

Lines 'Blur' Between ESG and Financial Performance

February 24, 2020  |  Agenda

Accounting and Financial Reporting in Executive Compensation

February 18, 2020  |  Thanks to PwC, and Cleary Gottlieb Steen & Hamilton LLP

Examining Engagement and Disclosure After Failed or Red Zone Say-on-Pay Results

February 10, 2020  |  Georgeson

On the Hook for Legal Bills, No Exceptions?

February 3, 2020  |  Agenda

Ten Considerations for Performance-Based Compensation

January 27, 2020  |  Thanks to Leigh C. Riley, and Foley and Lardner LLP

Clawback Provisions for Executive Compensation

January 21, 2020  |  Thanks to Yuanyuan (Savannah) Guo, Ph.D., and Sonja Pippin, Ph.D.

Board-Shareholder Engagement Practices

January 13, 2020  |  Thanks to Matteo Tonello (The Conference Board, Inc.) and Matteo Gatti (Rutgers Law School)

When Better Measures Don’t Produce Better Results

January 6, 2020  |  Chief Executive

Glass Lewis: Your Peer Group is Changing

December 31, 2019  |  Thanks to Liz Dunshee

Pay for Performance… But Not Too Much Pay: The American Public’s View of CEO Pay

December 23, 2019  |  Thanks to David F. Larcker and Brian Tayan

Boards Prep for New ISS Director Comp Policy

December 17, 2019  |  Agenda

Happy Holidays From Frank Glassner and the Veritas Team!

December 16, 2019

ISS Releases Preliminary Updates to 2020 Compensation-Related Policies

December 9, 2019  |  Thanks to Davis Polk and Wardwell LLP

Proxy Advisory Firms—The SEC Drops the Other Shoe

December 2, 2019  |  Thanks to Cleary Gottlieb Steen & Hamilton LLP

Happy Thanksgiving from Frank Glassner and the Veritas Team

November 25, 2019

A Common-Sense Approach to Corporate Purpose, ESG and Sustainability

November 18, 2019  |  Thanks to John Wilcox

ISS’ New Policy Updates: EVA Added to “Financial Performance Assessment” Screen

November 14, 2019  |  Thanks to Broc Romanek

CECL: The Most Sweeping Change to Bank Accounting Ever

November 12, 2019  |  Thanks to Alex Dolan

SEC Proposes to Regulate Proxy Advisors/Tighten Shareholder Proposal Thresholds

November 6, 2019  |  Thanks to Liz Dunshee and John Jenkins

US SEC to propose regulations for proxy advisers

November 4, 2019  |  Thanks to Patrick Temple-West and Kadhim Shubber

The Science and Art of Using Compensation Survey Data: A Guide

October 28, 2019  |  Thanks to Myrna Hellerman, and the Chief Executive

Conflicts and Biases In The Boardroom

October 21, 2019  |  Thanks to Adrianne Trainor and Byron Loflin

Why Do So Many People Think That CEOs Earn Too Much?

October 14, 2019  |  Forbes

Disclosure Considerations After a Low/Failed Say-on-Pay Vote

October 7, 2019  |  Thanks to Argyle

A First Strike on Proxy Advisory Firms? SEC Interpretive Guidance on Proxy Advisory Firms and Proxy Voting Responsibilities of Investment Advisers

September 30, 2019  |  Thanks to Shearman & Sterling LLP

Opinion: Tie CEO pay to increases in stakeholder and shareholder value

September 23, 2019  |  MarketWatch

ISS Policy Survey Results: “EVA” Gets Some Pushback

September 16, 2019  |  Thanks to our colleague Liz Dunshee

The New Pay Gap: What Firms Report Paying CEOs Versus What They Take Home

September 9, 2019  |  The Wall Street Journal

Want Satisfied Customers? Spend Time with Them

September 3, 2019  |  Chief Executive

A Creative Way to Reduce Execs’ Taxes on Equity Pay

August 26, 2019  |  Thanks to CFO Magazine

The “Seven Venial Sins” According to ISS

August 19, 2019  |  Deepest thanks to Mike Melbinger

Are Your Noncompete Agreements Dying of Old Age?

August 12, 2019  |  Thanks to Aiken Gump

You’re Acquiring A Company, So What Do You Do With Your Incentive Plans?

August 5, 2019  |  Thanks to Kenneth Kuk and Scott Oberstaedt

CEOs Got Pay Hikes Twice That of Workforce

July 29, 2019  |  Thanks to our colleague Broc Romanek

Total Shareholder Return Plans: Accounting Implications & Valuation Assumptions

July 22, 2019  |  Opportune LLP

Why Could Marrying Philanthropy With Executive Compensation End In Divorce?

July 15, 2019  |  Forbes

The Fireworks Over Share Buybacks Are Duds

July 8, 2019  |  The Wall Street Journal

ESG Becoming Factor In Majority Of Incentive Pay Plans

July 1, 2019  |  Forbes

Should Compensation Committees Take on the Responsibility of Human Capital Management?

June 24, 2019  |  With thanks to Mike Melbinger

Female CEOs Are Competitively Paid, But Greatly Outnumbered

June 17, 2019  |  The Associated Press

CEO Pay: When Investors Say “Nay” On Spiraling Packages

June 10, 2019  |  The Washington Post

Tech Workers Got Paid in Company Stock. They Used It to Agitate for Change.

June 3, 2019  |  The New York Times

First Principles of Executive Pay: Setting Effective Performance Goals

May 28, 2019  |  Directors & Boards

Peer Group Choice and Chief Executive Officer Compensation

May 20, 2019  |  Thanks to David F. Larcker (Stanford University), Charles McClure (University of Chicago), and Christina Zhu (University of Pennsylvania)

ISS Offers Insights into How Much CEOs Are Really Paid

May 13, 2019  |  CLS Blue Sky Blog

The Conventional Wisdom About Stock Buybacks Is Wrong

May 6, 2019  |  Bloomberg

SERPs – One Size Does Not Fit All

April 29, 2019  |  Thanks to our friend Brent Longnecker

Top Five Executive Compensation Tips and Traps

April 22, 2019  |  Thanks to Baker Donelson

Limits on Wall Street Pay Are Back on Regulators’ Agenda

April 15, 2019  |  The Wall Street Journal

Why CEOs Should (Almost) Never Pick Their Replacement

April 8, 2019  |  The Wall Street Journal

GLASS LEWIS LAUNCHES A NEW SERVICE: REPORT FEEDBACK STATEMENT (RFS)

April 1, 2019  |  Thanks to Morrow Sodali

Winning Say-on-Pay: Top Ten Executive Compensation Proxy Tips For 2019

March 25, 2019  |  Thanks to Jonathan M. Ocker, Jeremy D. Erickson, and Benjamin T. Gibbs of Pillsbury Winthrop Shaw Pittman LLP

Prepare for This Pay-for-Performance Measure

March 18, 2019  |  Thanks to Marwaan Karame

Summary Compensation Table: Why Are You Reporting Dividends as “Other Income”?

March 11, 2019  |  Thanks to our friend Broc Romanek

Another Positive Aspect of the Repeal of Section 162(m)’s Performance-Based Exception – Inducement Awards More Viable

March 4, 2019  |  Thanks again to our friend Mike Melbinger

Payment of Annual Incentive Bonus by March 15

February 25, 2019  |  Thanks to our friend Mike Melbinger

How ISS is Encouraging Continued 162(m) Practices

February 19, 2019  |  Thanks to Liz Dunshee and Broc Romanek

Revising 162(m) Disclosures in Proxy Statements

February 11, 2019  |  Thanks to Steve Quinlivan

CEO Pay Ratio: Year 2 Planning

February 4, 2019  |  Deepest thanks to FW Cook

Getting Along with Blackrock

January 28, 2019  |  Deepest Thanks to John Wilcox and Morrow Sodali

How CEO Pay Has Evolved Over the Years

January 22, 2019  |  With thanks to our friend Broc Romanek

U.S. Government Shutdown Freezes IPO Market, Imperiling Expectations for 2019

January 14, 2019  |  The Wall Street Journal

Tax Change Aside, Companies Stick With Executive Performance Pay

January 7, 2019  |  Bloomberg Law

New Tool to Address Executives’ Concentrated Stock Position Problems?

January 2, 2019  |  Thanks to our friend Michael Melbinger

Happy Holidays From Frank Glassner and the Veritas Team!

December 19, 2018

Section 162(m): 11-Point Checklist for One-Year Checkup

December 17, 2018  |  Thanks to Wachtell, Lipton, Rosen & Katz

Share Buybacks: Mismeasured and Misunderstood

December 10, 2018  |  Thanks to our friend Derek Bonett

SEC to Consider Big Changes to Quarterly Reporting on Wednesday

December 3, 2018  |  Thanks to our friend Broc Romanek

Comp Committees Take Note: Stock Buybacks as a Mechanism for Manipulation

November 26, 2018  |  Thanks to Cydney Posner of Cooley, LLP

Addressing Negative Returns in a Relative Total Shareholder Return Program

November 19, 2018  |  Thanks to Anthony Eppert and Hunton Andrews Kurth LLP

The Battle Over Proxy Advisory Firms Continues

November 12, 2018  |  Thanks to Cydney Posner and Cooley, LLP

Sorry, Bernie: New Study Shows Inconvenient Truth About CEO Pay

November 5, 2018  |  Thanks to Wayne Cooper and the Chief Executive Network

ISS Opens Benchmark Voting Policy Consultation Period

October 29, 2018  |  Thanks to our friend Michael Melbinger

CalPERS Turns Up Heat on Companies and Votes Against 43% of Pay Plans in 2018

October 22, 2018  |  Center on Executive Compensation