The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

October 28, 2021

2022 Proxy Season: Reminders for Upcoming Comp Committee Meetings

This Winston & Strawn blog recaps the multitude of issues you need to be thinking of as you plan for upcoming compensation committee meetings, fall engagements, and proxy disclosures. Among them:

– Low say-on-pay results may require clarified disclosure about compensation decisions and shareholder feedback

– COVID-19 adjustments may still be in play for 2021 pay and 2022 disclosure – and ISS favors disclosure that clarifies the temporary nature of these adjustments

– Disclosure about “prospective” pay changes may be more important this year, if you need to foreshadow additional pandemic-related pay changes and/or 2022 changes made in response to shareholder feedback

– Has your workforce changed significantly? You may need a new median employee for your CEO pay ratio.

– Perks are an SEC enforcement priority – keep an eye on your internal controls and your disclosure controls

– Stay informed of how your peer group companies are addressing executive pay issues and whether your competitors are recruiting your talent

– Be aware that there’s a legislative trend toward limiting the use of restrictive covenants (e.g., non-competes) in employment agreements, at the state and federal level

– Make sure the comp committee’s name and charter appropriately reflects its role

– Be ready for the SEC’s updated clawback proposal

Liz Dunshee