2012 State of Executive Compensation | Special Edition

Every now and then, L&A feels compelled to send out what we term a Special Edition L-Blast. This is one of those times. There is no denying that executive compensation is under fire more than ever before. As a result, it is important that we continue to keep our constituents as up-to-date as possible. This… Read more »


Business Judgment, SEC Rulemaking, & Dodd-Frank | January 2012

All of us here at L&A hope everyone is having a great 2012 so far. Before we share some important, new articles with you, we have some exciting announcements: – Brent Longnecker was named an NACD Governance Fellow and was asked by WorldatWork to help build some new course curriculum on pay, – Chris Crawford… Read more »


Apple Clearly Investing in New CEO

With all the media coverage surrounding Apple CEO Tim Cook’s stock grant of $378 million, L&A decided to take a closer look to ease the frustration that is felt by the general public. RETENTION & LONG-TERM STABILITY is the name of the game for Apple. Mr. Cook’s stock award was awarded in restricted shares that… Read more »


Quick Comments on ISS

ISS recently updated their “performance alignment approach” to better assess how companies are compensating their CEO’s relative to company performance. ISS and shareholders alike are pushing for ways to measure compensation as it relates to company performance. ISS has instituted three measures of alignment between executive pay and performance; relative degree of alignment, multiple of… Read more »


Disclosure Thoughts for 2012

Disclosure was a popular word throughout 2011. But don’t think 2012 will get any easier in terms of enhancing the disclosure of compensation and other information to the SEC and shareholders. A recently released article may just foreshadow the next proxy requirement, actual realized compensation. That’s right, Eaton Corporation took the disclosure of taxable income… Read more »


Business Judgment, SEC Rulemaking, & Dodd-Frank | January 2012

All of us here at L&A hope everyone is having a great 2012 so far. Before we share some important, new articles with you, we have some exciting announcements: – Brent Longnecker was named an NACD Governance Fellow and was asked by WorldatWork to help build some new course curriculum on pay, – Chris Crawford… Read more »


L-Blast | November 2011

Say-on-Pay Statistics, Legal Questions, & Plans for Upcoming Proxy Season This article analyzes the impact that the Say-on-Pay vote may have on the upcoming proxy season with an analysis of companies that failed Say-on-Pay earlier this year. L&A answers some of the most common legal questions concerning Say-on-Pay and offers recommendations on what can be… Read more »


L-Blast | October 2011

Say on Pay Rules Don’t Help Boards Manage Executive Compensation by Michael Cohn, AccountingToday.com The “say-on-pay” disclosure provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act will not help the boards of public companies better manage executive compensation, according to a new survey by accounting and consulting firm BDO USA. The Survey of… Read more »


L-Blast | September 2011

Eliminating the Stigma Around Change-in-Control by Josh Henke, Brent Longnecker, & Chris Crawford Whether triggered by fear of instituation watchdogs like ISS or the lack of understanding on Section 4999 of Internal Revenue Code (aka 280(G)), there is commonly a negative stigma surrounding Change-in-Control (“CIC”) protection for senior executives. L&A is a proponent of CIC… Read more »


L-Blast | Special Edition | August 2011

Say-on-Pay Year End Review & Notes on Say-on-Pay Lawsuits ISS recently released its “Preliminary 2011 U.S. Postseason Report.” Key findings of that report are: – Shareholders voted down management “say on pay” proposals at 37 Russell 3000 companies, or just 1.6% of the total that reported vote results. Most of the failed votes apparently were… Read more »