By Adam Swietek
The Basics Many companies promise contractually to make special payments or provide special benefits to executives at the time of, or upon a qualified termination of employment following, a merger, acquisition or other change in control (CIC) of the company. These payments, such as severance pay, benefits continuation or acceleration of vesting on stock incentives … Continued
By Adam Swietek
There are three primary corporate filings related to executive compensation: the proxy statement, Form 8-K filings and Form 4 filings. Proxy Statement Companies must file proxy statements with the SEC in connection with shareholder meetings. The proxy contains executive compensation disclosures including the Compensation Discussion and Analysis (“CD&A”), other narrative disclosures and tabular disclosures. CD&A. … Continued
By Adam Swietek
The Basics What is the rule? Section 409A of the Internal Revenue Code establishes a complex regime for taxation and regulation of nonqualified deferred compensation. Who does it apply to? The reach of Section 409A is extensive, as it applies to employees, directors and third-party service providers of private and public companies, as well as … Continued
By Adam Swietek
“The key to making a good forecast,” statistician Nate Silver noted in his 2012 book “The Signal and the Noise: Why So Many Predictions Fail—But Some Don’t,” “is not in limiting yourself to quantitative information. Rather, it’s having a good process for weighing information appropriately.” For the inaugural Prognosticators of Pay event, NACD invited a … Continued
By Adam Swietek
Although Say on Pay remains voluntary in Canada, the number of companies with an advisory resolution on executive compensation continues to rise, with 162 companies holding Say on Pay votes in 2015 – up from 156 in 2014 and 133 in the year prior (a 22% increase since 2013). Participation among Canada’s largest companies continues … Continued
By Adam Swietek
Introductory Comments from Matt Isakson, Lead Consultant As discussed last week in Seattle, the Compensation Committee’s review of management’s proposed goals is now a primary focus for directors. There are many tools available to the Compensation Committee to help assess the goals from an objective perspective. On a related note, the SEC’s proposed no fault … Continued
By Adam Swietek
The SEC recently proposed rules outlining a new CD&A disclosure coming out of Dodd-Frank (see Meridian Alert here) – these rules require disclosure of the link between performance and compensation “actually paid”. While the proposed disclosures will likely require a significant amount of legwork to calculate and there is a lot of information proposed to … Continued
By Adam Swietek
As banks prepare for their annual shareholder meetings, most will have a say-on-pay vote where shareholders indicate whether they support the executive compensation program. This process has pressured companies to improve their compensation disclosures and clearly explain their pay practices and decisions. Today’s bank boards should engage with shareholders to understand their evolving perspectives on … Continued
By Adam Swietek
After a long period of relative stability and near parity, the Canadian dollar has fallen to about 80 cents U.S. – a six-year low. The outlook for further movement up or down, is unclear and is tied both to the general economic outlook for Canada and the U.S., as well as to worldwide commodity prices. … Continued
By Adam Swietek
The significant increase in shareholder activism has many companies and compensation committees playing defense. While the specter of activist interest is generally viewed with concern, looking at your executive compensation programs from the perspective of an activist investor can focus compensation committees on three critical areas: Performance of the company relative to competitors for business … Continued