Preventing the Compensation Crisis

October 29, 2019 All Industries Crisis Management

Public companies face real scrutiny when it comes to how they compensate their senior teams. In this edition of Looking Ahead, Matt Stinner, Managing Director of Semler Brossy Consulting Group, and Marc Treviño, Partner at Sullivan & Cromwell, discuss elements that can contribute to a compensation crisis.

Are Corporations Required to Act Like Sociopaths?

August 13, 2019 All Industries ESG

The latest salvo in the debate over the role of the corporation in society was struck by Jamie Gamble, a former lawyer for the insurance company American Insurance Group during the financial crisis and beyond. He proposed in an essay that modern executives are “legally obligated to act like sociopaths,” because of settled law for most corporate charters that puts shareholder rights above employees, the environment, customers and the community at large.

Making ESG a Priority

August 13, 2019 All Industries ESG

Deciding on the right environmental, social and governance approach for your company isn’t easy. Investors expect directors and executive teams at publicly traded companies to understand environmental and social risks and opportunities, according to Martyn Chapman, head of strategy for Nasdaq governance solutions, in a recent video.

Top Five Regulatory Issues for Proxy Season 2019

June 14, 2019 All Industries Regulatory

“There is only one god, and His name is Death. And there is only one thing we say to Death: ‘not today’.” If only it were that easy for reporting companies to reply to the SEC on regulations. Imagine Bezos to Clayton: “Not today.” Because company leaders don’t have the Game of Thrones option, the best option out there is to watch out, read up, and prepare for the biggest regulatory issues and how they might impact your organization.

Human Capital Management – New Regulation Taking Shape

May 31, 2019 All Industries Human Capital

The Securities and Exchange Commission’s Investor Advisory Committee voted to ask the SEC to investigate whether public companies should be required to disclose information around the idea of human capital management. Analysis is underway. While it won’t impact you this proxy season, here’s what you need to know.

I’ll Show You Mine If You Show Me Your (Pay Stub)

May 4, 2019 All Industries Compensation

One piece of legislation from the Dodd-Frank Act that concerned executives required companies to disclose the ratio of CEO pay to the median employee. Last year was the first year for companies to report this metric. An analysis on the first year of pay ratio disclosures looks at the fallout from last year, implications of the rule, how most companies measured median pay, and what companies should do to prepare to keep the spotlight away in 2019.

2019 Proxy Season: Achtung Baby

April 30, 2019 All Industries Activism

Another proxy season is underway—leaders beware. Although the usual concerns of corporate governance, executive compensation and regulatory disclosures abound, new, specific worries sit under each of those umbrellas. Under compensation, one proxy advisory firm has a new way to evaluate compensation metrics. Within the disclosure realm, the optics of pay ratio disclosure will continue to create flashy headlines in 2019. Approach with caution.

Universal Proxy Ballots

April 29, 2019 All Industries Activism

Proxy season is often a showcase of the haves and have nots in the governance realm, with cards stacked mostly in corporations’ favor. Meet the universal proxy ballot, an idea that would level the proxy playing field. Although it’s currently a fledgling idea, watch for this cause to gain momentum.