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We provide timely, expert analysis on emerging trends and developments in executive compensation, guiding organizations in making informed, forward-thinking decisions.
New ISS Policy Survey (Including Pay Ratio and Non-Employee Director Compensation Questions) Available for Input
By Samantha Nussbaum, David Yang
ISS recently launched two surveys – the Governance Principles Survey and the Policy Application Survey – soliciting market feedback for its 2018 policy updates. Per ISS Corporate Solutions, “The online policy survey is designed to gather feedback from a wide range of stakeholders to give ISS guidance on…”
Key Reasons for ISS “Against” Say-on-Pay Vote Recommendations
By Bindu Culas, Samantha Nussbaum
While an ISS recommendation is not per se determinative of the final Say-on-Pay vote result, a “For” recommendation significantly increases the likelihood of securing a positive outcome, and an “Against” vote recommendation typically requires companies to engage in substantial investor outreach…
2017 Say-on-Pay Recap to Date
By Bindu Culas, Samantha Nussbaum
2017 marks the seventh year for “Say-on-Pay” voting. Consistent with prior years, an overwhelming percentage of Russell 3000 companies have obtained majority Say-on-Pay support to date. Of the 1,618 Say-on-Pay proposals in the 2017 proxy statements of Russell 3000 companies so far, 99% passed…
Incentive Compensation Adjustments for Special Items
Article | By Thomas Haines
Perhaps one of the most important and difficult duties delegated to compensation committees is the annual discretionary evaluation of whether adjustments should be made to the calculation of incentive plan performance or the performance goals themselves to account for non-operational, unbudgeted, unusual and/or infrequent special items in financial results prepared under GAAP.
Accounting for Stock Compensation Under FASB ASC Topic 718
Alert | By Thomas Haines
FASB Accounting Standards Codification Topic 718, Stock Compensation, requires generally that all equity awards granted to employees be accounted for at “fair value.” This fair value is measured at grant for stock-settled awards, and at subsequent exercise or settlement for cash-settled awards…
FASB Issues Accounting Standards Update on the Scope of Modification Accounting Under Topic 718
Alert | By Thomas Haines
On May 10, FASB issued Accounting Standards Update 2017-09 that narrows the scope of modification accounting under FASB Accounting Standards Codification Topic 718, which currently defines a modification as “a change to any of the terms or conditions of a share-based payment award.” Modification accounting requires companies to recognize…
Handbook for Reading & Preparing Proxy Statements
Article | By Thomas Haines
The WorldatWork® organization has released the latest edition of their publication authored by Thomas Haines on reading and preparing executive and director compensation disclosure in proxy statements.
FASB Proposes Accounting Standards Update on the Scope of Modification Accounting Under Topic 718
Alert | By Thomas Haines
On November 17, FASB released a proposed Accounting Standards Update that narrows the scope of modification accounting under FASB Accounting Standards Codification Topic 718, which currently defines a modification as “a change to any of the terms or conditions of a share-based payment award.” Modification accounting requires companies to recognize…
Proxy Advisory Firms Release 2017 Policy Updates
Alert | By Wendy Hilburn, James Park
ISS and Glass, Lewis & Co., LLC recently published their 2017 policy updates, which will apply to issuers with annual meetings on or after January 1 for Glass Lewis and February 1 for ISS. ISS’ U.S. and Canadian compensation-related policy changes were few but far reaching, including…
Institutional Shareholder Services Rebrands and Releases Updated Governance “QualityScore” Model
Alert | By David Yang, Ted Simmons
ISS announced the release of its governance scoring model for 2017. The scoring model, formerly known as ISS Governance QuickScore, has been rebranded as ISS Governance QualityScore. The data verification site for the updated model is now open until November 11th, and will…
ISS Releases 2017 Draft Policy Changes for Comment
Alert | By Wendy Hilburn, James Park
On October 27, Institutional Shareholder Services (“ISS”) issued draft 2017 proposed policy changes for comment. Feedback received during the solicitation period will be used by ISS in finalizing changes to its benchmark policies.
SEC Staff Updates Interpretive Guidance on Executive and Director Compensation Disclosure Rules
Alert | By Thomas Haines
The staff of the SEC periodically updates its interpretive guidance on executive and director compensation proxy disclosure rules through the release of Compliance & Disclosure Interpretations. The interpretative guidance is briefly summarized in the report with the most recent guidance presented in italics.
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