2022 Proxy Season: A Look Ahead to Executive Compensation Issues and Considerations

November 3, 2021  |  Thanks to Winston & Strawn LLP

SEC Revives Proposal to Claw Back Executive Pay

November 1, 2021  |  Wall Street Journal

Board Refreshment and Succession Planning in the New Normal

October 27, 2021  |  Russell Reynolds Associates

Director Pay Trends 2021

October 25, 2021  |  Equilar

IPO Impact On Equity Grants Of Private Equity Portfolio Companies

October 20, 2021  |  Jamieson

Proxy Season Climate-Related Voting Trends Report

October 18, 2021  |  Thanks to Subodh Mishra, Institutional Shareholder Services, Inc.

ISS Policy Survey Results: Lots of Support for a Longer-Term Pay-for-Performance Screen

October 13, 2021  |  Thanks to Liz Dunshee

SPACs: A New Frontier for Shareholder Activism

October 11, 2021  |  Sidley Austin LLP

The Audit Committee’s Role in Sustainability/ESG Oversight

October 6, 2021  |  PricewaterhouseCoopers LLP

How Democratic Legislature and the Biden Administration Are Changing Corporate Taxes and Executive Pay

October 4, 2021  |  Politico

The Role of the CEO in Mergers and Acquisitions

September 29, 2021  |  Thanks to PJ Neal, Russell Reynolds Associates

Wall Street Pay Clawback Rule to Get New Push at SEC

September 27, 2021  |  Bloomberg

How the Best Boards Approach CEO Succession Planning

September 22, 2021  |  PricewaterhouseCoopers LLP

The Small, Young Company Board of Directors

September 15, 2021  |  Deloitte LLP

Spotlight on Boards

September 13, 2021  |  Thanks to Martin Lipton

ISS’s Compensation Proxy Season Review: Director Pay Disclosures Are Improving

September 9, 2021  |  Thanks to Liz Dunshee

11 Habits of Ridiculously Likeable People

September 7, 2021  |  Thanks to Dr. Travis Bradberry

The Pre-IPO Board

September 1, 2021  |  Thanks to Mark A. Pfister

ESG Trends and Hot Topics

August 30, 2021  |  Sullivan & Cromwell LLP

BlackRock Voted Against 255 Directors Because Of Climate Issues

August 25, 2021  |  InvestmentNews

What Boards Need to Know Before, During, and After an Acquisition

August 23, 2021  |  PricewaterhouseCoopers LLP

Don’t Wait to Prepare for an Emergency Succession

August 18, 2021  |  Spencer Stuart

Bad News CEOS: You’re Less Important For Your Company’s Success Than You Think

August 16, 2021  |  CEOWORLD Magazine

SEC Approves Nasdaq Board Diversity Proposal – Comply or Explain Why Not

August 11, 2021  |  Bryan Cave Leighton Paisner LLP

Public Company Guide – Planning for Shareholder Engagement

August 9, 2021  |  Fenwick & West LLP

ISS Policy Survey: ESG Metrics, Longer-Term Pay-for-Performance Screen, & Mid-Cycle Pandemic Adjustments

August 4, 2021  |  Thanks to Liz Dunshee

ISS Revises Its Rules on Company Stock Ownership Guidelines and Pledging

August 2, 2021  |  CompensationStandards.com

Corporate Governance in the Face of an Activist Investor

July 28, 2021  |  Thanks to Jonathan R. Macey

JPMorgan Awards Jamie Dimon Surprise Retention Bonus

July 26, 2021  |  The Wall Street Journal

Wall Street Is Paying Bankers More Than Ever to Cloak a Brutal Work Life

July 21, 2021  |  Bloomberg

Say on Pay: Approval Slides as CEO Pay Rises

July 19, 2021  |  Thanks to Samar Feghhi

Why Companies Shouldn’t Tie CEO Pay to ESG Metrics

July 14, 2021  |  The Wall Street Journal

ISS Publishes U.S. Procedures & Policies (Non-Compensation) FAQs

July 12, 2021  |  Thanks to Alex Dolan

Why ExxonMobil’s Proxy Contest Loss is a Wakeup Call for all Boards

July 8, 2021  |  Russell Reynolds Associates

Key Corporate Governance Issues at Mid-Year 2021

July 6, 2021  |  Wachtell, Lipton, Rosen & Katz

Peer Groups: ISS Window Opens Next Tuesday, Equilar’s Closes Today

June 30, 2021  |  Thanks to Liz Dunshee

DOL Ups Its Game on Cybersecurity Program Oversight, Begins Audit Initiative

June 28, 2021  |  Pillsbury Winthrop Shaw Pittman LLP

How to Accelerate Board Effectiveness Through Insight and Ongoing Education

June 23, 2021  |  Thanks to Steve Klemash and Jamie Smith, EY

SEC Announces Latest Amendments to Proxy Advisor Rules Will Not Be Enforced, Pending Additional Review

June 21, 2021  |  Fenwick & West LLP

Vanguard Insights on Evaluating Say on Climate Proposals

June 16, 2021  |  Vanguard, Inc.

Court Clarifies 7-Year Rule for Employment Contracts, Finally

June 14, 2021  |  Proskauer Rose LLP

Your Board Needs a People Committee

June 9, 2021  |  Thanks to Reshmi Paul and Jeff McLean

Recent Claims SPAC Board Structures are a “Conflict-Laden” Invitation to Fiduciary Misconduct

June 7, 2021  |  Thanks to Frank M. Placenti, Squire Patton Boggs LLP

Directors’ Oversight Role Today: Increased Expectations, Responsibility and Accountability—A Macro View

June 3, 2021  |  Skadden, Arps, Slate, Meagher & Flom LLP

Human Capital Disclosures Findings From 2020 10-Ks

June 1, 2021  |  Thanks to Neri Bukspan and Marc Siegel, EY

Incorporating ESG Measures Into Executive Compensation Plans

May 26, 2021  |  Thanks to Kristen Sullivan and Maureen Bujno, Deloitte LLP

Human Capital Disclosure: What Do Companies Say About Their “Most Important Asset”?

May 24, 2021  |  Thanks to Andrew Gordon, David F. Larcker, and Courtney Yu

Early Say-on-Pay Voting: BlackRock’s Votes “Against” Increase

May 19, 2021  |  Thanks to Lynn Jokela

When a Company Takes a Stand, What is the Board’s Role?

May 17, 2021  |  PricewaterhouseCoopers LLP

Proxy Season: Early Highlights and Emerging Themes

May 12, 2021  |  King & Spalding LLP

Why the Form of a Transaction is so Critical to Employee Benefits and Executive Compensation Strategy

May 10, 2021  |  Foley & Lardner LLP

Struggling with who should be on your board? Call an electrician.

May 3, 2021  |  Call an electrician.

Employee Engagement: The Next Frontier of Compensation Performance Goals

April 28, 2021  |  National Association of Corporate Directors

Say-on-Pay: CalPERS’ Eye-Popping Trend Line

April 26, 2021  |  Thanks to Liz Dunshee

How Boards Can Get Human Capital Management Right in Five (Not So) Easy Steps

April 21, 2021  |  The Conference Board

Trusting What You Can’t See: Audit Oversight and the PCAOB

April 19, 2021  |  Thanks to J. Robert Brown

What Boards Need to Know About Shareholder Activism

April 14, 2021  |  Thanks to Steve Klemash and David Hunker, EY

Equity Incentive Plans: Return of “Evergreen” Provisions?

April 12, 2021  |  Thanks to Liz Dunshee

20 Years Later: The Lasting Lessons of Enron

April 7, 2021  |  Thanks to Michael Peregrine (McDermott Will & Emery LLP) and Charles Elson (University of Delaware)

Paying Workers Based on Performance Is Harder Than It Looks

April 5, 2021  |  The Wall Street Journal

State Street Global Advisors’ Annual Asset Stewardship Report

March 31, 2021  |  State Street Global Advisors

Evaluating Executive Compensation in Times of Crisis

March 29, 2021  |  Vanguard, Inc.

Blackrock: Incentives Aligned With Value Creation

March 24, 2021  |  Blackrock

Board Priorities for 2021 Abound Amid Slow Economic Recovery

March 22, 2021  |  Thanks to Amy Rojik, BDO

American Rescue Plan Act Expands 162(m) Limits on Executive Compensation

March 17, 2021  |  Thanks to Alex Dolan

Top Governance & Stewardship Issues in 2021

March 15, 2021  |  Thanks to Subodh Mishra

5 Mistakes to Avoid in your CD&A before you file your Proxy Statement

March 10, 2021  |  Clermont Partners

2021 Global and Regional Trends in Corporate Governance

March 8, 2021  |  Russell Reynolds Associates

ISS QualityScore: Methodology Guide

March 3, 2021  |  Thanks to Sam Osea and Sean McPhillips

How Boards Can Prepare for Activism’s Next Wave

March 1, 2021  |  Deloitte LLP

Executive Compensation in the Context of the COVID-19 Pandemic

February 24, 2021  |  Glass Lewis & Co.

How We Evaluate Shareholder Proposals

February 22, 2021  |  Vanguard, Inc.

2021 Proxy Season: Executive Compensation Considerations

February 17, 2021  |  Wachtell, Lipton, Rosen & Katz LLP

2021 Proxy Season Review

February 15, 2021  |  Thanks to Jamie C. Smith

The Future of the Virtual Board Room

February 10, 2021  |  National Association of Corporate Directors

The 2021 Boardroom Agenda

February 8, 2021  |  Thanks to Debbie McCormack and Robert Lamm

Leadership Change at the SEC: What Activists Could Expect

February 3, 2021  |  Olshan Frome Wolosky LLP

‘Pretty Grim’ — Investors Eye Board Diversity Disclosures

February 1, 2021  |  Agenda

Key Takeaways—2020 Board Index

January 27, 2021  |  Spencer Stuart

Clawbacks: A Roadmap for Decision-Making

January 25, 2021  |  Compensation Standards

Can Companies Fire Rioters? ‘Unequivocally Yes,’ Says Attorneys

January 20, 2021  |  Thanks to Stephanie Forshee

Compensation Season 2021

January 18, 2021  |  Wachtell, Lipton, Rosen & Katz

Say-on-Pay Votes and Compensation Disclosures

January 11, 2021  |  Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for Shareholder Activism in 2021

January 6, 2021  |  Freshfields Bruckhaus Deringer LLP

Nasdaq Proposes New Listing Rules Related to Board Diversity

January 4, 2021  |  Olshan Frome Wolosky LLP

Compensation Clawbacks: Trends and Lessons Learned

December 30, 2020  |  Thanks to Joshua A. Agen, Foley & Lardner LLP

How Does the Board Oversee ESG?

December 28, 2020  |  Thanks to Paula Loop, Paul DeNicola, and Barbara Berlin

Shareholder Securities Lawsuits Against Directors and Officers on the Rise with COVID-19

December 23, 2020  |  Expert Institute

BlackRock's 2021 Proxy Voting Guidelines and Stewardship Expectations Prioritize ESG Actions

December 21, 2020  |  Thanks to our friends and colleagues at PJT Camberview

North Face Reportedly Snubs Oil And Gas Company, CEO Points Out Hypocrisy

December 16, 2020  |  Thanks to Ashe Schow

2020 Say-on-Pay Naysayers

December 14, 2020  |  Thanks to Lynn Jokela, Compensation Standards, and Proxy Insight

And How's Your Mental Health??

December 9, 2020  |  Wachtell, Lipton, Rosen & Katz

California Enacts First Employee Data Reporting Law

December 7, 2020  |  Thanks to Billie Wenter

When That Problematic Board Member Just Won’t Leave

December 2, 2020  |  Thanks to Michael W. Peregrine, and McDermott Will & Emery LLP

5 Key Executive Compensation Trends and Issues for 2021

November 23, 2020

ISS Policy Updates for 2021

November 18, 2020

2020 Presidential Election Potential Income Tax Impact

November 16, 2020

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