Trump to Order Dodd-Frank Review, Halt Obama Fiduciary Rule

“Donald Trump will order a sweeping review of the Dodd-Frank Act rules enacted in response to the 2008 financial crisis, a White House official said, signing an executive action Friday designed to significantly scale back the regulatory system put in place in 2010. Trump also will halt another of former President Barack Obama’s regulations, hated… Read more »


EXECUTIVE COMPENSATION: IRS UPDATES GOLDEN PARACHUTE PAYMENT AUDIT TIPS

“Companies and individuals tapped to undergo Internal Revenue Service examinations of golden parachute payments should review the updated Golden Parachute Payments Audit Technique Guide (2017 ATG) issued by the IRS on Jan. 20. Golden parachutes are arrangements that provide executives or key employees with significant financial compensation in the event of a change in ownership… Read more »


Reconsideration of Pay Ratio Rule Implementation

“The Commission adopted the pay ratio disclosure rule in August 2015 to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a public company to disclose the ratio of the median of the annual total compensation of all employees to the annual total compensation of the chief executive… Read more »


Say on Pay & the Need for Better Shareholder Engagement

“2017 marks a milestone year in terms of Say on Pay in the United States, as the first six-year ‘say on frequency’ vote goes to shareholders. This means that on top of a Say on Pay vote, U.S. companies will also be holding a Say on Frequency vote, providing shareholders with a chance to determine… Read more »


Board of Directors Pay: Rewarding for Expertise

“Board of Directors pay continues its upward trend according to a study published by Total Compensation Solutions (TCS). The Board compensation report shows increases of approximately 7 to 8 percent from last year for annual retainers for the Chairman, and Regular Board Members and an increase of 14.4% for Lead Director annual retainers.” Read the… Read more »


L&A ORIGINAL ARTICLE: Deal Lawyer SEC Chair Could Mean Changes For Executive Compensation

By Brent Longnecker, Alissa Martin & Liz Mayo “Many of President Trump’s appointments have been polarizing, and the nomination for SEC Chair has been no exception. Walter “Jay” Clayton, Partner at Sullivan & Cromwell, has replaced current chair Mary Jo White when she stepped down on January 20th. Clayton, a well-known deal lawyer in mergers,… Read more »


Our First L-Blast Newsletter of the New Year!

Our L-Blast is our monthly newsletter discussing hot topics in executive compensation and corporate governance. After an introduction from our CEO, Brent Longnecker, the topics for this month’s LBlast are: Deal Lawyer SEC Chair Could Mean Changes for Executive Compensation | ‘Tis the Season for W-2 Scams | New Congress Begins with Total Rewards Issues… Read more »


Incentive Plan Payouts Prove Effective Pay for Performance

Companies, shareholders and boards of directors want to ensure alignment of pay and performance to justify the often-high accompanying price tag of executive compensation. To provide context on the correlations between awarded, realizable and actual pay earned under performance-based awards, companies will often detail this information in proxy statements to keep shareholders up to date… Read more »


Are Top Investors Listening to Proxy Advisors on Pay?

“Large investors are not following the recommendations on executive compensation set out by Proxy Voting Advisers (”PVA”), a study by data company Proxy Insight has found. Proxy Insight analyzed voting on Advisory Say on Pay (”SoP”) resolutions in the US and UK in 2015 and 2016 for 10 of the largest institutional investors and compared… Read more »


Executive Compensation: Analysis of Recent Incentive Financial Goals

“In order to understand the financial performance measures, target goals, performance ranges, and payouts of an annual incentive plan, we analyzed the proxy-disclosed practices of approximately 100 manufacturing and materials companies. We assessed year-over-year (YOY) trends in particular, including the change in target goals relative to actual results and the spread of threshold to maximum… Read more »