The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

Monthly Archives: January 2014

January 15, 2014

Webcast: “Executive Compensation Litigation: The Latest Developments: Your Upcoming Proxy Disclosures”

Broc Romanek, CompensationStandards.com

In addition to today’s Section 162(m) litigation webcast, tune in tomorrow for the webcast – “Executive Compensation Litigation: The Latest Developments: Your Upcoming Proxy Disclosures” – to hear Mark Borges of Compensia, Alan Dye of Hogan Lovells and Section16.net, Dave Lynn of CompensationStandards.com and Morrison & Foerster and Ron Mueller of Gibson Dunn discuss all the latest guidance about how to overhaul your upcoming disclosures in response to say-on-pay–including the latest SEC positions–and the other compensation components of Dodd-Frank, as well as how to handle the most difficult ongoing issues that many of us face.

January 14, 2014

Webcast: “Executive Compensation Litigation: Section 162(m) Disclosures”

Broc Romanek, CompensationStandards.com

Tune in tomorrow for the webcast – “Executive Compensation Litigation: Section 162(m) Disclosures”” – to hear McDermott Will’s Andrew Liazos, Shearman & Sterling’s Doreen Lillenfeld and Winston & Strawn’s Mike Melbinger as they drill down on how Section 162(m)-related lawsuits are faring and what you can do to avoid them.

January 13, 2014

Now Available: Nasdaq’s Final Compensation Committee Certification

Broc Romanek, CompensationStandards.com

Last week, Nasdaq announced that it has posted the final form of its compensation committee certification on its Listing Center. Anyone can view a blank form in the preview mode – and a Listing Center user can log in to complete the form online on behalf of a company. As I’ve blogged, Nasdaq previously had posted only a preview of the certification form…

January 10, 2014

2014 ISS Burn Rate Calculator

Broc Romanek, CompensationStandards.com

Ed Hauder of Exequity has posted his 2014 ISS Burn Rate Calculator (and here is Ed’s five-year comparison of the burn rate caps). Here’s Compensia’s memo on the updated calculator…

January 9, 2014

Survey: Incentive Design for Top 200 Companies

Broc Romanek, CompensationStandards.com

Here’s a study from James F. Reda & Associates that analyzes the short- and long-term design criteria among the top 200 companies…

January 8, 2014

Webcast: “Executive Compensation Litigation: Proxy Disclosures”

Broc Romanek, CompensationStandards.com

Tune in tomorrow for the webcast – “Executive Compensation Litigation: Proxy Disclosures” – to hear Pillsbury’s Sarah Good, Wilson Sonsini’s Ignacio Salceda and Dave Thomas and Fenwick & West’s Scott Spector discuss what is involved in the latest rash of executive compensation-related lawsuits, as well as how to handle them.

January 7, 2014

Mass Media Reports on “Realized” vs. “Realizable” Pay

Broc Romanek, CompensationStandards.com

Did you see this Bloomberg article on “Realized” vs. “Realizable” pay? And as noted in this Cooley news brief, the NACD recently issued a paper on this topic…

January 6, 2014

Parsing a Few More Pay Ratio Comments

Broc Romanek, CompensationStandards.com

Over the past few weeks, I have highlighted some of the 115,000 comment letters sent to the SEC on its pay ratio proposal from investors and companies. Here are a few more to consider:

Group of 33 companies
Society of Corporate Secretaries
New York City Bar Assc.
Calvert Investments
Prof. Charles Elson
Mark Van Clieaf
Network for Sustainable Financial Markets
CalPERS

January 3, 2014

The French Go Wild! 75% Corporate Tax If Execs Paid More Than 1 Million Euros

Broc Romanek, CompensationStandards.com

Here’s news from this article:

France’s Constitutional Council – the country’s highest court – gave the go ahead on Sunday for President François Hollande’s “Millionaires’ Tax”, a 75-percent levy to be paid in 2013 and 2014 by companies on their portion of wages exceeding 1 million euros ($1.38 million). The new tax was part of Hollande’s campaign promise to make France fairer for the middle class by making the wealthy do their fair share to help France’s struggling economy.

Hollande’s initial plan called for a 75-percent tax to be paid by high earners on the part of their incomes exceeding 1 million euros was struck down in December 2012 by members of the Constitutional Council, who argued that 66 percent was the legal maximum for individuals. Hollande’s Socialist government reworked the tax to levy it on companies instead, infuriating corporate leaders.

The new plan, which the Council found constitutional Sunday, will be an exceptional 50 percent levy on the portion of wages exceeding 1 million euros paid in 2013 and 2014. Including social contributions, its rate will effectively remain roughly 75 percent. The Council, a court made up of judges and former French presidents, has the power to annul laws if they are deemed to violate France’s constitution.

January 2, 2014

Say-on-Pay: Now 74 Failures

Broc Romanek, CompensationStandards.com

Last month, MGP Ingredients became the 73rd failure in ’13 with 21% support (Form 8-K) – and Syntroleum became the 74th with 49% support (Form 8-K). Thanks to Karla Bos! And that’s our finals for ’13…