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In this Client Briefing, Exequity explores the usage of relative total shareholder return (RTSR) within long-term incentive plans across S&P 500 companies using data from 2016 filings. We examine overall prevalence of RTSR, differences in usage between industry sectors, and key design elements of these plans.
Download Client Briefing (PDF) On June 22, 2016, the Treasury Department and the Internal Revenue Service issued new proposed regulations under Section 409A as well as withdrew certain portions of previously issued proposed regulations under Section 409A. This Client Alert summarizes the key proposed changes and clarifications under these new proposed regulations.
Download Client Alert (PDF) On April 21, 2016, the National Credit Union Administration (NCUA) issued new proposed rules governing incentive compensation arrangements for financial institutions.1 The U.S. Securities and Exchange Commission (SEC) issued its version of these proposed rules on May 6, 2016 (Proposed Rule).2 The Office of the Comptroller of the Currency, Treasury (OCC), Board of Governors of the Federal Reserve System (Board), Federal Deposit Insurance Corporation (FDIC), and the Federal Housing Finance Agency (FHFA) are all expected to issue similar rules shortly. These proposed rules are designed to implement Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). These proposed rules are revisions of the proposed rules released by all of the above agencies in 2011. This Client Alert looks at the new proposed rules.
Download Client Alert (PDF) This Client Alert examines the accounting changes wrought by Accounting Standards Update (ASU) No. 2016-09 to Accounting Standards Codification Topic 718, Compensation-Stock Compensation, including a change to the share withholding and forfeiture requirements.
Download Client Alert (PDF) This Client Alert looks at the policy updates from Institutional Shareholder Services (ISS) and Class, Lewis & Co., LLC that involve compensation and directors. The Appendix of this Alert also includes the ISS 2016 Burn Rate Benchmarks.
Download Client Alert (PDF) Exequity's Bob Reilley will join Dan Marcec of Equilar and Carrie Kovac of E*TRADE Financial Corporate Services to discuss trends in equity grants as part of the Equilar webinar series on Thursday, October 8, 2015 at 10:00 am PT / 1:00 pm.
Equilar Webinar Link Exequity's Ben Burney presented the findings of Exequity's recent study of relative total shareholder return programs to the Chicago chapter of The National Association of Stock Plan Professionals. The research was originally published by Exequity in a Client Briefing.
Download Slides from Presentation to NASPP Chicago Chapter (PDF) On August 5, 2015, the SEC issued the final CEO Pay Ratio rule. This Client Alert looks at the requirements of the rule and points out differences from the rule as proposed back in 2013.
Download Client Alert (PDF) In this Client Briefing, Exequity explores the usage of relative total shareholder return (RTSR) within long-term incentive plans across S&P 500 companies. We examine overall prevalence of RTSR, differences in usage between industry sectors, and key design elements of these plans.
Download Client Briefing (PDF) On July 1, 2015, the SEC issued proposed Rule 10D-1 to implement Section 954 of the Dodd-Frank Act. This Client Alert looks at the proposed rules and also includes a status update with respect to all of the executive compensation provisions of the Dodd-Frank Act.
Download Client Alert (PDF) On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) approved the issuance of proposed rules to implement Section 953(a) of the Dodd-Frank Act regarding the disclosure of pay versus performance. This Client Alert is a follow-up to our initial Client Alert (4/29/2015) on these proposed rules and takes a closer look at the proposed rules based on the proposing SEC Release.
Download Client Alert (PDF) On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) met and approved the issuance of proposed rules to implement Section 953(a) of the Dodd-Frank Act regarding the disclosure of pay versus performance. This Client Alert looks at the proposed rules based on an SEC Fact Sheet that was prepared for the meeting.
Download Client Alert (PDF) On March 31, 2015, the Internal Revenue Service (IRS) published final regulations under Section 162(m) of the Internal Revenue Code. The IRS indicated that the regulations are not intended to embody substantive changes, but rather clarification of certain aspects of the application of Section 162(m).
Download Client Alert (PDF) On December 22, 2014, ISS released Frequently Asked Questions on its 2015 U.S. Equity Plan Scorecard Policy (FAQs) just in time for Christmas. Sadly, it looks like the Grinch may have gotten to the FAQs before release because some of the terms that ISS suggested were going to be covered were given short shrift by the explanations. This Client Alert analyzes the FAQs and provides commentary on potential implications.
Download Client Alert (PDF) Both Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC (Glass Lewis) have issued their policy updates for the 2015 proxy season. This Client Alert focuses on their policy updates concerning compensation matters. ISS has introduced changes to its policy for evaluating equity plan proposals and has also revised certain thresholds used in the quantitative tests for the pay-for-performance evaluation of say-on-pay proposals. Glass Lewis provided more context regarding its say-on-pay policy and also provided more details regarding how it evaluates employee stock purchase plan proposals. This Client Alert also provides details on how companies can provide updated peer group information to Equilar so it gets utilized by Glass Lewis in its pay-for-performance evaluations.
Download Client Alert (PDF) On October 16, 2014 from 7 to 9 am Pacific, Chad Mitchell of Exequity LLP will participate in the panel discussion, Long-Term Incentive Compensation: Driving Performance and Testing for Alignment, In Orange County and Beyond, at the 5th Annual Executive Compensation Summit put on by the Forum for Corporate Directors.
On June 30, 2014, the U.S. Securities and Exchange Commission issued Staff Legal Bulletin No. 20 (SLB 20), which provides guidance for investment advisers concerning their proxy voting responsibilities as well as discusses the availability of exemptions from the proxy rules for proxy advisory firms, e.g., Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC. This Client Alert looks at the guidance provided by SLB 20, which does not represent a significant change from prior industry practice.
Download Client Alert (PDF) In this Client Briefing, we present an assessment of three pay-for-performance methodologies: Realizable, Summary Compensation Table, and ROX, Exequity’s preferred methodology. In assessing how well executive compensation and shareholder returns align under each analysis, we illuminate the key shortcomings of Realizable pay (as defined by The Conference Board) and Summary Compensation Table pay (as used by proxy advisors). Using ROX, we find that executive compensation at S&P 500 companies is very strongly aligned with returns to shareholders. We also find that Realizable pay and Summary Compensation Table pay align relatively poorly with shareholder returns, resulting in pay-for-performance “disconnects” where under ROX none may exist. ROX provides compensation committees a powerful, comprehensive, and reliable tool to illustrate the link between executive pay and performance.
Download Client Briefing (PDF) On January 31, 2014, Bloomberg BNA's Pension & Benefits Daily published this article by Exequity's Ed Hauder. The article looks at companies whose say-on-pay (SOP) votes failed in 2012 (and 2011) and who have reported their SOP votes for 2013, and some of the actions these and other companies with failed SOP votes can take to turn things around, as well as the success this group of companies had with their 2013 SOP votes. Charts looking at 2011, 2012 and 2013 SOP votes, change in CEO total compensation, and total shareholder return (TSR) for the 1-, 3- and 5-year period as of the most recent fiscal year-end to 2011, 2012 and 2013 are also included.
Download Article (PDF) On September 18, 2013, more than three years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) became effective, the Securities and Exchange Commission (SEC) issued a proposed rule to implement the mandate contained in Section 953(b) of the Dodd-Frank Act. This Client Alert looks at the proposed CEO Pay Disclosure Rule and discusses some of the rule's issues and implications.
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