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 »


July 2011: ISS, FDIC Clawbacks, & The Legislative Disconnect Between Pay and Performance

Possible Changes to Some ISS Methodologies? Here’s some potentially happy news for issuers: a report from BNA indicates that ISS plans to review certain of its methodologies in light of company complaints that ISS negative recommendations on say-on-pay proposals during the most recent proxy season were unwarranted. First, during a recent webcast, ISS Executive Director… Read more »


June 2011: Say-on-Pay Brings Litigation and a Closer Look at Risk in Compensation

Dodd-Frank and Say-on-Pay: The Legislation and Abuses that Could Come Of the thirty-six companies that have failed Say-on-Pay, six companies, thus far, have been the recipient of class action lawsuits by its shareholders which all stemmed from failing Say-on-Pay.  There are links to the filed suits here.  Shareholders now have this new power obtained through… Read more »


May 2011: Update on Say-On-Pay and In Preparation for Say on Pay

Update: Say-on-Pay and Say-on-Frequency We have created a table of the 20 failures of the Say-on-Pay vote as of May 17, 2011 along with the reasons for failure and some other interesting statistics.  One trend that is worth noting that is not captured in this table is that some companies that are receiving the vote… Read more »


April 2011- Update: Say on Pay, Independence Provisions, and “If ISS Goes Negative, Don’t Panic”

Update: Say-on-Pay and Say-on-Frequency Say-On-Pay As of April 11, 2011 there have been five companies that have failed the say on pay vote by shareholders: Jacobs Engineering (45.5%), Beazer Homes (46.1%), Shuffle Master Inc. (44.5%), Hewlett-Packard with a vote of 50 for and 48 against, and the most recent was Ameron International Corporation (41.7%).  Two… Read more »


Energy Industry Long-Term Incentive Pulse Survey

L&A conducted a pulse survey for the energy industry regarding long-term incentives with 55 participants.  This was the first of a two part survey that is designed to fill a gap in available compensation surveys for long-term incentive data.  L&A will be conducting the second part of the survey beginning in April.  Please contact us… Read more »


L&A’s Chris Crawford on NPR Morning Edition

Our own Chris Crawford, Executive Director and Co-Owner, on NPR Morning Edition discussing the fear of an age gap in talent for the Energy Industry. http://app1.kuhf.org/audiolibrary/110328oil-industry-talent-shortage.mp3 Courtesy of KUHF.


Executive Pay Topics for 2011 Proxy | March 2011

The increased scrutiny of executive compensation, resulting from both recently passed and pending legislation, as well as shareholder advisory group policies, will require regular updates to public company’s Compensation Committees. Although there are many issues that will come about in the near future, we have identified the following topics in regard to executive compensation that… Read more »


Comparator vs. Competitor: The Importance of Distinction for Executive Compensation

Choosing a compensation peer group can be an intense process.  Companies often use peer groups to assess and maintain competitive compensation levels, identify potential competitors, assess relative performance, and defend compensation decisions.   Therefore, the importance of creating the right group cannot be overstated.  In fact, creating the wrong peer group not only creates the perception… Read more »