SEC Guidance on Pay vs Performance

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DODD-FRANK added new subsection (j) to Section 14 of the Exchange Act of 1934, directing the SEC to adopt a rule requiring a description of the relationship between actual executive compensation and the company’s financial performance, taking into account the … Continued

Brief Summary of 2015 Proxy Items

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Still pending SEC actions based on Dodd-Frank: Claw backs – Discovery’s implementation of a claw back policy in 2011 anticipated increased requirements Hedging Pay for performance Pay Ratio – Set to be effective in 2016.  Requires comparison of CEO pay … Continued

ISS Revises Its Corporate Governance Scorecard

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Institutional Shareholder Services (ISS) recently updated its corporate governance scoring tool (QuickScore)  to identify and measure corporate governance risk. QuickScore 3.0) assesses a company’s attributes on Board Structure, Compensation, Shareholder Rights and Audit.  ISS plans to launch QuickScore 3.0 on November 24 … Continued

2013 SEC Comment Letter Trends

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It is always interesting to gain feedback on the kinds of comments the SEC gives on various filings, particularly IPO S-1s and 10-Ks.  Here is a brief but interesting analysis, in case you missed it, from my PwC.  As you … Continued

The SEC’s New CEO/Employee Pay Ratio Rule

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Taken from Chapter 3, “Executive Compensation for Emerging Growth Companies,” Thomson Reuters, 2014, Gartrell, Garth; Lapidus, Steven; Frank, Michael; Gartrell, Josephine In September, 2013, the SEC proposed to amend Item 402 to add the Dodd-Frank Act Pay Ratio Disclosure requirements[1] … Continued

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