The clock is ticking to take advantage of our “Early Bird” rate – a 20% discount on the single in-person attendee fee – for our “Proxy Disclosure & 22nd Annual Executive Compensation Conferences.” That rate expires at the end of the day this Friday – July 25th! You can sign up online or reach out to our team to register by emailing info@ccrcorp.com or calling 1.800.737.1271.
This year, the Conferences are on Tuesday & Wednesday, October 21 & 22, at The Virgin Hotels in Las Vegas. Check out our agenda – 15 sessions over 2 days to equip you with on-point action items for year-end and proxy season. Plus, our format & terrific group of speakers keep things moving & keep it fun. You won’t be checking your watch every 3 minutes or using all your willpower just to stay awake.
We also have even more opportunities to network this year. If you plan to attend in person, be sure to arrive early enough on Monday to attend the Welcome Party + CCRcorp’s 50th Anniversary Celebration, which will take place from 4:00 pm to 7:00 pm PT on October 20th. We can’t wait to celebrate!
We hope to see you there in person, but as always, we have a virtual option for those of you who are unable to travel to Las Vegas for the event. You can sign up online or reach out to our team to register by emailing info@ccrcorp.com or calling 1.800.737.1271.
A few of our members have informed us that the Glass Lewis window for peer group submissions is open – through August 8th – for companies with annual meetings between October 2025 and February 2026. Glass Lewis shares the info by email to the designated company contact, rather than making a public announcement like ISS.
As this Compensia memo explains – and as I blogged last year – not every company needs to submit something during this window. You really only do it if your peer group has changed since your last proxy statement and you want to make sure the proxy advisor considers that.
See Meredith’s blogs from a few weeks ago about why peer groups might change from year to year – and potential changes to Glass Lewis’s methodology. A lot of people are happy that the new methodology will move away from letter grades!
In the latest 26-minute episode of “The Pay & Proxy Podcast,” WTW’s Heather Marshall and Steve Seelig joined me to discuss the SEC’s Roundtable on Executive Compensation Disclosure Requirements. They shared:
– An overview of the roundtable and topics covered
– Recurring themes raised by the panelists
– Surprises about what was addressed – or was not addressed – during the panels
– Specific suggestions for changes to the executive compensation disclosure requirements shared during the panels
– Favorite quotes or comments from the panels
As always, if you have a compensation-related topic you’d like to discuss on a podcast, feel free to ping me at mervine@ccrcorp.com! And if you aren’t already a member of CompensationStandards.com, email info@ccrcorp.com to sign up and access this podcast and all of our archives!
We’ve posted the transcript for our recent CompensationStandards.com webcast, “Proxy Season Post-Mortem: The Latest Compensation Disclosures,” during which Mark Borges, Principal, Compensia and Editor, CompensationStandards.com, Dave Lynn, Partner, Goodwin Procter LLP and Senior Editor, TheCorporateCounsel.net and CompensationStandards.com, and Ron Mueller, Partner, Gibson Dunn & Crutcher, discussed the “lessons learned” from the 2025 proxy season that companies can start carrying forward into next proxy season. The webcast covered the following topics:
– 2025 Shareholder Engagement Challenges– 2025 Proxy Statements – DEI and Other E&S Developments– 2025 Proxy Statements – Executive Compensation Disclosures– Shareholder Proposals– Thoughts on the (then-upcoming) SEC Roundtable
Members of this site can access the transcript of this program. If you are not a member, email info@ccrcorp.com to sign up today and get access to the full transcript – or sign up online.
One of the things that keeps coming up in conversations with the attorneys and compensation consultants participating in our podcasts and webcasts is just how much is happening right now in the world of executive compensation. All signs point to 2025 being a challenging year for compensation — compensation committees will likely be grappling with tough decisions come early 2026. And with shareholders modifying their approach to engagement, it’s sometimes more difficult to discern their views.
This year, our conferences are taking place on October 21 & 22 at Virgin Hotels Las Vegas with a virtual option if you are unable to attend in person. If you do plan to attend in person, be sure to arrive early enough on Monday to attend the Welcome Party Celebrating CCRcorp’s 50th Anniversary, which will take place from 4:00 pm to 7:00 pm PT on October 20.
Register now to get a 20% discount on the single in-person attendee fee.This rate expires in less than two weeks, on July 25th! You can sign up online or reach out to our team to register by emailing info@ccrcorp.com or calling 1.800.737.1271.
This recent Cooley blog offers some advice to managing what it calls “pre-IPO purgatory” – the often lengthy period it takes for an IPO candidate to move forward with its offering. The blog’s advice is based on discussions with a tech company CLO who has guided a company through this period. This excerpt addresses issues associated with equity awards:
Managing equity rewards and retention. In these uncertain times, companies are getting creative with equity rewards and retention strategies. Providing limited liquidity for “must be present” restricted stock units (RSUs) is one tool in the box, but this must be applied carefully to balance retention and incentive value alongside cash availability and long-term context. This CLO, for instance, saw a robust secondary market for option holders but faced challenges with RSU holders who couldn’t sell their shares.
Dilution and equity awards. Companies often move from options to RSUs to curb dilution, as RSU awards are full-value awards. However, RSUs come with their own set of challenges, such as the inability to participate in secondary markets. Some companies are now providing both options and RSUs or reverting to granting options to address these issues. Additional complexity is present where 409A valuations are volatile, so this is again an area where you should proceed carefully. Balancing talent retention with dilution pressure is a delicate act.
The blog discusses some alternatives for dealing with RSUs and also stresses the importance of settlement timing and tax withholding.
After years of investors saying that time-based awards don’t count as “pay for performance,” some are starting to see benefits in long-term time based awards as compared to complex performance-based plans. At this point, that would be a big change for many companies, but compensation committees may want to discuss the pros & cons of a simplified structure. This Meridian article summarizes potential benefits of long-term vesting restricted stock as:
– focusing on the sustained health of the company for an extended period after the grant date,
– avoiding complexity that can misfire in volatile markets,
– maintaining retention value through short-term ups and downs, and
– broadcasting the company’s commitment to sustainable, long-term profitable growth.
On the other hand, the memo also summarizes potential challenges of this structure, which include:
– the potential to miss out on candidates who prefer shorter vesting periods offered by other employers,
– a demand for higher cash compensation or grant values to offset delayed equity realization,
– investor concerns that time-vested awards of any kind are not sufficiently based on performance,
– an inability to highlight specific near-term or long-term priorities through incentive payouts, and
– increased stock plan overhang from awards being outstanding for longer periods of time.
For companies that do take a closer look at moving to a compensation program that is more focused on time-based awards, the article also walks through transition issues to consider.
This memo from Compensation Advisory Partners examines CFO pay – as compared to CEOs – at 155 companies that have reported 2024 compensation. Here are a few highlights:
• Total Direct Compensation was up 6% for CFOs and 4% for CEOs (at median)
o CFO base salary was up 4.0% and CEOs were flat (same as 2023)
o More than half of CFOs (56%) had same or higher bonuses than 2023
o Long-Term Incentive awards increased 7% for CFOs and 5% for CEOs (vs. 11% and 9% last year, respectively)
• Over a 10-year period, CFO total compensation as a percentage of CEO total compensation has been approximately 1/3, ranging from 30% to 34% over this time frame.
The memo concludes:
Our study continues to support that paying for performance remains a focus for Compensation Committees and senior management. 2024 revenue and operating profit performance improved 3% and 5%, respectively, and bonus awards were directionally aligned.
The CFO role continues to serve as a key leadership role and strategic partner, which partially contributed to the higher movement in pay compared to CEOs. In terms of the target program, though pay mix stays relatively consistent over time, Compensation Committees are delivering the biggest increases in long-term incentives.
Looking forward to 2025, economic uncertainty prevails, so we expect no major changes in target programs. Compensation Committees will continue to spend a significant amount of time balancing compensation outcomes with performance, calibrating goal setting in an increasingly volatile political environment, and ensuring talent retention and attraction.
If your family is anything like mine, everyone is starting to panic that summer is going so quickly! Luckily, there’s a lot to look forward to this fall – specifically, our “Proxy Disclosure & Executive Compensation Conferences” – October 21st – 22nd at The Virgin Hotels in Las Vegas! Register now to get a 20% discount on the single in-person attendee fee. This rate expires July 25th – less than three weeks away!
The Conferences will equip you with action items to handle changes to executive compensation practices and disclosure rules, investor expectations, and more. If you aren’t able to join us in Vegas, you can also attend virtually. Either way, you’ll be able to prepare your compensation committee and executives with key developments, so they aren’t caught off-guard when it comes time to make year-end decisions and disclosures. Plus, you’ll have access to on-demand replays throughout the 2026 proxy season!
Our “early bird” rate for the Conferences expires Friday, July 25th – which will be here before you know it! Reach out to our team to register by emailing info@ccrcorp.com or calling 1.800.737.1271.
Check out the latest 21-minute episode of “The Pay & Proxy Podcast” – Meredith interviewed Cooley’s
Michael Bergmann and Ali Murata about navigating compensation challenges during uncertain times. This certainly has been a timely topic this year in light of geopolitical issues and more. They covered:
– Why 2025 program design and target setting generally did not factor in tariff impacts
– How companies are using their equity programs and managing dilution in 2025
– 409A traps for the unwary
– Considerations for 2025 payouts, particularly when discretionary adjustments are being considered
– “Options” for dealing with underwater options
As always, if you have a compensation-related topic you’d like to discuss on a podcast, feel free to ping Meredith at mervine@ccrcorp.com! And if you aren’t already a member of CompensationStandards.com, email info@ccrcorp.com to sign up and access this podcast and all of our archives!