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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.
A Playbook for Proxy Pushback
Article | Corporate Board Member with FW Cook Thought Leadership by Serdar Sikca, Kenneth Sparling
Facing a challenged executive pay vote? Here’s how your board should approach shareholder engagement.
Equity Compensation in Private vs. Public Companies: Key Differences for Execs
By Lauren Spencer, Jin Fu
Equity compensation for executives is an important tool for rewarding long-term performance and alignment with shareholder interests. Differences between public and private company equity program design are primarily due to differences…
New York Office New Location – Effective April 1st
Alert | Same Great City – New Location
After 10 years at our current office, we are happy to announce our move to a new home starting April 1, 2025.
Post-Election Incentive Pay Planning
Article | Corporate Board Member with FW Cook Thought Leadership by Stephan Bosshard, Rachel Gibbons
Should compensation committees address the potential for regulatory changes, tariffs or geopolitical instability to impact incentive award payouts – and, if so, how?
IRS Proposed Regulations Under Section 162(m) are Generally Unsurprising With One Glaring Exception
Alert | By David Gordon, Dina Bernstein, Bindu Culas
On January 16, the IRS issued proposed regulations implementing the impending expansion of the…
ISS Announces 2025 Policy Updates and Releases New FAQs
On December 17, 2024, ISS published an executive summary of its proxy voting policy updates for annual shareholder meetings held on or after February 1, 2025. Executive summaries of the policy updates for US companies can be found here and here with the full updated 2025 proxy voting guideline expected to…
Glass Lewis Publishes 2025 Policy Updates
On November 14, Glass Lewis (“GL”) released its policy updates for annual shareholder meetings held after January 1, 2025. Updates and clarifications to the United States policy guidelines that impact GL’s evaluation of proposals related to Say-on-Pay, re-election of Compensation Committee members…
Type and Magnitude of Non-Employee Director Compensation Increases – Observations from FW Cook’s 2024 Director Compensation Report
By Tahmid Ali
An analysis of multi-year trends in non-employee director compensation revealed that approximately 35% – 40% of companies made program adjustments in any given year. Most elected to increase the equity…
Clawback Policies: Beyond Compliance
Article | Corporate Board Member with FW Cook Thought Leadership by Erin Bass-Goldberg, Matt Lum
Already prevalent among large companies, robust clawback provisions can be part of a holistic approach to holding executives accountable.
Court Strikes Down Federal Trade Commission (FTC) Noncompete Rule
By Michael Abromowitz, Bindu Culas
On August 20, in Ryan, LLC v. FTC a federal district judge in Texas blocked the FTC’s rule generally banning noncompetition agreements. With this decision, the FTC’s rule is now barred from taking effect nationwide, which had been scheduled for September 4. The decision comes after the same Texas judge issued a preliminary…
The New FTC Noncompete Rule and Future Equity Awards to Senior Executives – Will These Awards Be Grandfathered?
By David Gordon, Bindu Culas, Michael Abromowitz
This marks the fourth time we have written about the FTC’s new rule generally banning the use of noncompetition clauses in the employment context (see New FTC Rule Would Generally Ban All Non-Compete Agreements Except for Agreements…
Courts Are Now Split on Legality of FTC’s Non-Compete Ban – Pennsylvania District Court Determines that FTC Ban is Legal
By David Gordon, Bindu Culas, Michael Abromowitz
Two district courts have now ruled on the legality of the FTC’s general ban on non-compete agreements. Our July 5 blog described the Ryan LLC v. FTC case, a decision by a federal district court in Texas that issued a preliminary injunction barring the FTC from enforcing the rule…
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