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The Growing Gender Pay Gap for Top GCs

December 2, 2016

In connection with the recent report, General Counsel Pay Trends 2016, featuring commentary from BarkerGilmore, Equilar conducted additional research on the breakdown of females serving in the highest legal positions at public companies.


Boardroom Indicator: 658
from Equilar Board Intelligence

December 1, 2016

According to a recent study from Equilar, 658 companies in the Russell 3000, or 23.3%, lacked any females on their boards. By comparison, only seven S&P 500 companies (1.4%) lacked a female member in 2016.


Board Recruiting and Refreshment Strategies: Asking the Experts
from Equilar Board Intelligence

November 30, 2016

As the balance of power in corporate governance shifts toward shareholders, corporate boards are coming under scrutiny from investors on issues of board recruiting and board diversity. More than ever, boards are facing pressure to address deficiencies in their composition and eliminate any negative perception they are portraying to shareholders.


The 20 Highest-Paid GCs at U.S. Public Companies

November 29, 2016

In connection with the recent report, General Counsel Pay Trends 2016, featuring commentary from BarkerGilmore, Equilar conducted additional research on the 20 highest-paid GCs reported in annual proxy statements to gain perspective on the leading professionals in these high-profile roles...


Equity Compensation Varies Widely Between Industries

November 28, 2016

Equity provides a useful non-cash alternative to paying employees, and not just in executive compensation. Offering ownership allows companies with limited expendable cash to pay employees competitive salaries. For companies not limited by cash, equity provides valuable incentives...


In Conversation: Steve Odland, CEO of the Committee for Economic Development
from Equilar Board Intelligence

November 22, 2016

At the recent Board Leadership Forum, Steve Odland drew from his experience as a CEO of several public companies and service on multiple public boards to discuss the relationship between the management and the board and how they work together to create shareholder value, as well as board diversity and the dangers of short-termism.


The Top 5: SEC Dwindles, ISS Recalibrates Pay for Performance

November 22, 2016

Likely a surprise to no one, SEC Chair Mary Jo White announced her resignation this week following the election of Donald Trump, effective January 2017. While Dodd-Frank is almost certain to go under the microscope...


Special One-Time Awards for Outgoing Directors

November 21, 2016

The increase in shareholder activism and corporate regulation has led to increased scrutiny toward corporate governance and board composition. In particular, discussion about board refreshment has surged...


California Boards Awarded for Progress in Gender Diversity

November 18, 2016

In response to heightened shareholder scrutiny over the last several years, more than ever, companies are under pressure to promote diversity in their boardrooms, particularly gender diversity...


Smaller Companies Lag on Boardroom Diversity
from Equilar Board Intelligence

November 16, 2016

According to Equilar, only 1.4% of S&P 500 boards of directors in 2016 failed to include at least one woman, which decreased from 11.6% in 2012. In an analysis of the Russell 3000, however, Equilar found that in comparison, 23.3% (658 companies) had all-male boards...


Experts Consider Post-Election Executive Pay Regulations

November 16, 2016

Professionals in executive compensation have long been prepared for the prospect of change following the inevitable shift in political control following last week’s elections. With the SEC down to just three commissioners, observers were keenly aware that the new president would have a significant influence on the future of their field...


The Top 5: The Future of Dodd-Frank

November 15, 2016

In one of the first proclamations in his early presidential transition, Donald Trump’s transition team took aim at the financial regulations passed in 2010. Certainly not a surprising stance, the President-Elect’s camp said that after taking down Dodd-Frank...


Designing Thoughtful Long-Term Incentive Plans

November 11, 2016

As a result of continued shareholder and proxy advisor engagement on long-term incentive pay and related corporate practices, there has been a shift in the ways boards pay their executives through equity vehicles.


Board Room Indicator: 7
from Equilar Board Intelligence

November 9, 2016

After Wells Fargo CEO John Stumpf stepped down in October after a month in the spotlight following a fake bank accounts scandal, executive management was not the only team at the company to see a shake-up. After new CEO Tim Sloan was named, lead independent director Stephen Sanger was elevated to chairman, and Elizabeth Duke was appointed to the role of vice chair.


Compensating Executives During Oil & Gas Volatility

November 9, 2016

The volatility of the oil & gas industry has induced significant pressure on domestic and global markets over the span of the last 12 to 18 months. Indeed, the reintroduction of Iranian crude to the global market coupled with increased Russian and Saudi Arabian production output levels created a global supply glut that plummeted crude prices and hampered global markets.


Boards Shrink In Size To Optimize Decision Making
from Equilar Board Intelligence

November 8, 2016

In today’s corporate governance landscape, issuers and investors alike are focused on the composition and evaluation of boards of directors. Boards are beholden to represent shareholders’ interests, and consequently, assessing and disclosing individual director contributions have become and important topic for shareholder engagement.


The Top 5: CEO Personality and Performance

November 8, 2016

The Harvard Business Review took an extensive look at CEOs’ effect on company culture, particularly analyzing how personality traits affect company performance. According to the article, narcissism correlates with higher pay, and destructive CEOs who are “antisocial, volatile, and overconfident” lead to “high turnover and counterproductive workers.”


Departing CEOs Continue to Leave Their Mark

November 7, 2016

CEO turnover has been a hot topic in recent weeks, and the situations (both surprising and less surprising) surrounding departing CEOs at Wells Fargo, Visa and Caterpillar have been widely publicized. Myriad reasons explain the departures of the executive holding the top job.


Overlapping Performance Metrics in Short & Long-Term Incentive Plans

November 4, 2016

Performance-based pay is sometimes advertised as a magic bullet to assuage the concerns of all constituents holding stakes affected by executive compensation. In fact, performance equity was granted to named executive officers (NEOs) by 83.1% of the S&P 500 in fiscal 2015, up 17.7 percentage points in just four years, according to Equilar.


Special Committees Earn Special Fees
from Equilar Board Intelligence

November 3, 2016

Aside from the “big three” committees, boards of directors also call special committees for a variety of reasons. While they varied widely, the most common retainers for special committees analyzed for the study were $30,000 for chairs and $20,000 for members.


Highest-Paid HR Executives Earned More Than $6 Million

November 2, 2016

Each year, Equilar conducts a study for Human Resource Executive magazine to uncover trends in compensation for the top-paid HR leaders at U.S. public companies. The full list includes the 50 highest-paid HR leaders.


A Director's Perspective On Board Education
from Equilar Board Intelligence

November 1, 2016

Value-added board service goes way beyond good governance and golf these days, with curiosity being noted as the most sought-after attribute in a new director candidate. It’s imperative that good boards know how to deliver feedback and ensure change is delivered effectively.


The Top 5: Will a High CEO Pay Ratio Mean Higher Taxes?

November 1, 2016

In Portland, Oregon, the city council held a hearing last week that considered a surtax on companies who have a significantly large CEO pay ratio. According to the proposal, a company in Portland would owe a higher business tax if its CEO pay ratio is higher than 100-to-1.


Boardroom Indicator: 18.9%
from Equilar Board Intelligence

October 27, 2016

According to Equilar data, 18.9% of S&P 500 committees are chaired by women. That figure compares to 21.3% of all director seats being held by females, and a slightly higher percentage of women—22.2%—account for S&P 500 committee memberships.


Equilar Diversity Network Welcomes Diverse Director DataSource (3D)

October 27, 2016

Equilar, California Public Employees’ Retirement System (CalPERS) and California State Teachers’ Retirement System (CalSTRS) are pleased to announce the Diverse Director DataSource (3D) will now be available within the Equilar Diversity Network (EDN). 3D joins the suite of searchable sources within the Equilar BoardEdge platform, building a consortium that advances diverse representation in boardrooms across the globe.


SEC Proposes Universal Proxy Ballot
from Equilar Board Intelligence

October 26, 2016

The SEC voted 2-to-1 today on a proposal to implement a "universal proxy," which would allow investors to vote on board of directors elections from one ballot inclusive of both shareholder- and management-proposed candidates.


The Top 5: CEO Resignations Raise Eyebrows

October 25, 2016

In the span of a week, CEOs at Wells Fargo, Caterpillar and Visa all either resigned or retired from their posts. Though each of these individuals did so for different reasons, some under more pressure than others, these moves sparked a lot of interest in changes to corporate governance practices at high-profile companies...


Investor Perspective on Boards
from Equilar Board Intelligence

October 25, 2016

At the recent Board Leadership Forum, co-hosted by Equilar and Nasdaq in New York City, perhaps the most anticipated panels bookended of the event, featuring the perspectives of institutional shareholders and proxy advisors...


CEO Turnover and Board Changes at S&P 500 Companies

October 25, 2016

Within the span of a few days, high-profile CEOs at Wells Fargo, Caterpillar and Visa all announced they would be stepping down from their posts. Each did so for different reasons, whether it was a high-profile scandal, poor performance over an extended period or a surprising announcement that caught observers off-guard...


Equity Treatment Upon Retirement

October 21, 2016

After embattled Wells Fargo CEO John Stumpf retired last week amidst controversy surrounding sales practices at the bank’s retail unit, many observers were keen to understand how executive compensation design affects what CEOs receive in retirement—regardless of the circumstances...


The Top 5: CEO Pay Called Out

October 18, 2016

Bengt Holmstrom, co-winner of the 2016 Nobel Economics Prize, was criticizing the complexity of executive pay plans. A key takeaway from his comments: “Executive compensation went from reasonable to absolutely dreadful, and dreadful because...


Director Pay Limit Disclosures Doubled in 2016

October 17, 2016

In recent years, companies have faced more scrutiny regarding compensation and governance practices, and in conjunction, compensation for boards of directors has been in the spotlight. Director pay has increased in response to new...


Pay for Performance Evolution and the Compensation Committee’s Role

October 11, 2016

The Silicon Valley Directors’ Exchange (SVDX) recently hosted a discussion panel entitled “The Evolution of Pay for Performance: Shareholder Vigilance or Apathy” at the Stanford Rock Center for Corporate Governance. The panel explored the state...


Executive Compensation Plans That Maximize Shareholder Value

October 11, 2016

In this ever-changing landscape of shareholder engagement, it is essential that companies develop thoughtful compensation designs to meet investor expectations. Equilar recently hosted a webinar with Blair Jones, Managing Director at Semler Brossy...


Board Diversity Advocates: U.S. Public Companies Accept Mediocrity

October 10, 2016

On September 7, 2016, the School of Advanced International Studies (SAIS) of John Hopkins University hosted its 7th annual Conference on Women in the Boardroom in Washington D.C. An open session that drew governance experts...


Five Things to Know: This Week in Executive Compensation

October 7, 2016

While pay for performance has gained traction as a best practice in executive compensation design, what constitutes “performance” is often in flux. A column in The Wall Street Journal suggested that boards sometimes move away...


Executive Incentive Plans Drop TSR As Debate Continues

October 7, 2016

In light of SEC regulations passed in the wake of Dodd-Frank, pay for performance in executive compensation plans has become standard practice. The question of how to best structurally align pay with performance, however, remains up for...


What Twitter Executives Stand to Gain from a Sale

October 6, 2016

Over the past couple years, Twitter as a social networking platform has continued to captivate the public spotlight—particularly while presidential candidates utilize it as a key political platform in a pivotal election year, for example...


The 20 Highest-Paid S&P 500 Boards of Directors

October 5, 2016

Compensation for boards of directors is generally modest in comparison to CEOs and CFOs, who more frequently garner attention from shareholders, employee advocacy groups and the media...


Wells Fargo: Another Look at Reported Retirement Pay

October 2, 2016

As has been widely reported, Wells Fargo is currently under scrutiny—and now an investigation—regarding questionable sales practices. There have been some big numbers thrown around about...


Wells Fargo Executives Paid $200 Million for Performance—What’s Next?

September 29, 2016

Over the past several weeks, Wells Fargo has been continuously in the news as company executives are under investigation by Congress—and now their own board. The investigation was initiated after...


Executive Pay and Corporate Governance Headlines

September 28, 2016

While the SEC hasn’t introduced extensive environmental disclosure requirements, shareholders often create their own proposals that would affect corporate structure and reporting...


IPO Wealth: Easy Come, Easy Go

September 27, 2016

During the tech bubble of the late 1990s, news about “paper wealth” and “overnight millionaires” associated with initial public offerings (IPOs) was frequent, and then...


Executive Compensation at Multinational Companies:
Asking the Experts

September 23, 2016

As companies are expanding worldwide operations, and sectors are consolidating in both established and emerging markets, executive compensation strategies have...


Tech Companies Least Likely to Offer Performance Awards

September 22, 2016

Over the past five years, executive pay in the S&P 500 has seen steady, even growth in overall pay levels. However, closer inspection reveals more dynamic changes in equity...


Measuring Performance with Non-Financial Metrics

September 16, 2016

Picking the right ways to measure performance linked to incentive compensation is a tall order for boards and compensation professionals. Pay program designers not...


Top 25 S&P 500 Boards for Gender Diversity

September 13, 2016

In the past several years, corporate governance stakeholders have become more attuned to board composition in terms of gender diversity. Proponents and advocates...


Executive Pay and Corporate Governance Headlines: August 16-31, 2016

September 9, 2016

The SEC recently blocked Medizone International’s attempt to exclude a shareholder proposal that would introduce a mandatory retirement age for directors at age 75...


Harvard Ousts Stanford as Top University for Fortune 500 CEOs

August 31, 2016

Harvard 27, Stanford 17. No, that’s not a prediction for a football score this fall. It’s the number of degrees each school has awarded to Fortune 500 CEOs, according to...


Using Peer Groups to Align Pay for Performance

August 26, 2016

In 2006, the SEC required public companies that utilize a group of peer companies to benchmark compensation to disclose those peer groups in tandem with the newly mandated...


CFO Pay Shifts to Award Performance

August 24, 2016

The chief financial officer (CFO) role has evolved alongside overall economic growth, political dynamics and corporate governance reform, and these financial executives...


Executive Pay and Corporate Governance Headlines: August 1-15, 2016

August 22, 2016

The Economic Policy Institute examined CEO pay from 1978 to 2015 and found that CEO pay growth at the largest firms not only surpassed stock price, corporate profits...


Highest-Paid CEOs at the Largest Fortune Global Companies

August 17, 2016

According to the latest Equilar report, CEOs at the largest U.S. companies by far outpace their counterparts in other global markets in terms of compensation...


Special Fees for Board Chairs in Executive Transitions

August 15, 2016

Directors serving on a board dedicate their time to a variety of tasks, including but not limited to overseeing company strategy, setting executive and director compensation...


Audit Committee Financial Experts Increase in Prevalence

August 11, 2016

For a public company’s board of directors, members of the audit committee serve a primary role in oversight of financial reporting and other risks. After the U.S. Congress...


Executive Pay and Corporate Governance Headlines: July 16-31, 2016

August 9, 2016

Highlights include the Commonsense Corporate Governance Principles compiled by some of the top names in Corporate America, the SEC’s move to remove outdated disclosures...


How Does CEO Compensation Change with Tenure?

August 8, 2016

Over the past few years, the average CEO tenure at S&P 500 companies has increased according to multiple sources, and there has been a corresponding increase in CEO compensation...


CEO Pay Ratio: Expected Impact on Employee Sentiment

August 4, 2016

Since the SEC passed this measure one year ago as a continuation of mandates from the Dodd-Frank legislation, the CEO Pay Ratio has become a lightning rod for discussion...


Planning Executive Pay for Performance in Volatile Markets

August 3, 2016

In light of regulatory implications following the passage of Dodd-Frank, such as Say on Pay and disclosures surrounding the CEO pay ratio, as well as the recent increased level of shareholder...


CEO Pay Beyond Reported Figures

July 28, 2016

CEOs at the largest U.S companies assume the responsibility of leading organizations that keep the economy churning. While CEOs may be the top figure for public companies and represent...


How Marissa Mayer Made $219 Million at Yahoo

July 27, 2016

On Monday, Verizon agreed to buy Yahoo’s operating business for $4.8 billion, culminating the internet company’s process to sell off its core business. Media attention has focused...


How Companies Pay Executive Chairs after CEO Succession

July 26, 2016

With every CEO transition, boards look to identify a leader that will drive the company forward strategically. In some cases, that means choosing to transition outgoing CEOs...


CEO Pay at the World’s Largest Banks

July 25, 2016

According to a recent Equilar data analysis conducted for the Financial Times, the CEOs at the largest banks worldwide saw a collective 7.6% increase in total compensation...


Executive Pay and Corporate Governance Headlines: July 1-15, 2016

July 22, 2016

The SEC voted for final rules on June 27, 2016 that adopt Section 1504 of the Dodd-Frank Act, mandating that resource extraction issuers disclose payments they make to foreign...


Less than 1% of Fortune 1000 Boards Have Reached Gender Parity

July 20, 2016

More women are joining Fortune 1000 boards, but very few companies have an equal number of male and female directors, according to new data from Equilar updating a 2015 study...


Boardroom Diversity Increases at a Slow Pace: Catalyst Research

July 18, 2016

Shareholders, proxy advisors and regulators alike continue to highlight diversity in the boardroom as a tenet of good corporate governance—not to mention its correlation...


Narrowing the Gap Between Investors and Boards

July 15, 2016

The Investors Board Performance Review recently hosted a live taping at the Nasdaq MarketSite in New York City, featuring Glenn Booraem, Head of Corporate Governance...


CEO Pay Ratio and Investor Perception

July 13, 2016

When the majority of public companies filed their annual proxy statements this spring, only a handful preemptively addressed the SEC’s upcoming addition to the Dodd-Frank...


Gender Diversity As a Competitive Advantage

July 11, 2016

As the voice of shareholders has grown stronger in recent years, investors are applying pressure for companies to align better with the demographics of their employees...


Sitting CEOs Occupy Nearly 10% of S&P 500 Comp Committee Positions

July 7, 2016

Compensation committees must follow strict independence rules, and company executives may not serve on their own compensation committees due to the conflict of interest...


Executive Pay from the Investor’s Perspective

July 6, 2016

While shareholders vote on various proposals at companies’ annual meetings, high-level results showing shareholder “support” of proxy proposals often fail to illuminate...


Executive Pay and Corporate Governance Headlines: June 16-30, 2016

July 5, 2016

Please see below for key trends and themes in corporate news and regulations, executive compensation, corporate governance and shareholder engagement, detailing five of the...


Executive Compensation Summit: A Look into the Crystal Ball

June 22, 2016

At the Equilar Executive Compensation Summit in Boston this week, panelists and attendees discussed key topics surrounding executive pay at length—recurring themes such as...


How Executive Pay and Dodd-Frank Influenced SEC Rulemaking

June 21, 2016

The Securities and Exchange Commission (SEC) states that its mission is “to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation."...


Pay for Performance Takes a Balanced Approach

June 20, 2016

Companies primarily use equity to retain and incentive executives, as well as align their visions with longer-term strategic goals and shareholder return. A number of factors have...


Engaging Shareholder Activism: Five Corporate Governance Factors to Consider

June 17, 2016

Over the last several years, shareholders have begun to scrutinize many aspects of corporate governance more closely, including executive pay, performance incentives, buybacks, board...


Your Executive Pay Benchmarking Method May Be Costing You Too Much

June 15, 2016

Oftentimes, benchmarking executive compensation can prove to be a trying task. Compensation experts must establish pay packages that motivate and retain their executives...


Shareholder Engagement and Proxy Voting: Myths and Realities

June 13, 2016

Companies preparing for an initial public offering (IPO) have a steep learning curve in terms of corporate governance. Once these companies begin trading, the attention of boards...


SEC Adopts Voluntary Summary for 10-K Annual Reports

June 10, 2016

The SEC recently adopted an interim final ruling pursuant to the Fixing America’s Surface Transportation (FAST) Act. It allows companies to include a summary of business...


Who Was the Highest-Paid CEO in Every State Last Year?

June 8, 2016

The Associated Press recently published its coverage of the Equilar Highest-Paid CEOs by State study, which analyzed total compensation of chief executives at public companies...


Realized Pay Enhances Pay for Performance Story

June 6, 2016

As pay for performance becomes a larger focus for companies, regulators, shareholders and other advisors, the question of which pay reporting methods should be required disclosure...


Fortune 100 Incentive Plan Performance Adjustments

June 3, 2016

The concept of individual performance in annual incentive plans (AIPs) is simple: Reward executives for their performance separate from the contributions of others...


How to Build a Board Before Going Public

June 1, 2016

Companies that are planning an initial public offering (IPO) or that have recently entered the public sphere face a steep learning curve in terms of corporate governance...


Female Directors More Likely Than Men to Serve on Multiple Boards

May 27, 2016

With diversity at the forefront of board recruiting, experienced females are in high demand. An Equilar study of S&P 500 board members conducted for The New York Times found that female...


Top Tech CEOs Out-Earned Other Industries in 2015

May 25, 2016

Technology CEOs earned more as a group than any other business sector in 2015, according to an analysis of the Equilar 100, a study of the 100 largest companies by revenue to file before...


Four Ways to Approach Executive Pay in CEO Succession Planning

May 23, 2016

All companies and shareholders can be certain that CEO succession is inevitable. Whether this inevitability is rapidly approaching or looming far off in the distance, every company...


Russell 3000 Companies Use Independent Compensation Surveys

May 20, 2016

Since the passing of Dodd-Frank in 2010, executive compensation has become increasingly scrutinized in light of increased transparency and enhanced disclosure. Nowadays...


Four Ways Corporate Transitions Influence Executive Pay

May 16, 2016

Compensation programs are particularly challenging to manage during sensitive scenarios such as M&As, spin-outs, financial restatements or terminations. These situations cause...


Executive Hardship: Meeting Ownership Guidelines in a Volatile Market

May 13, 2016

With the advent of Say on Pay and the influence of proxy advisory firms on votes, company stakeholders increasingly scrutinize all aspects of corporate governance...


Experts Discuss the Merits of Executive Performance Incentives

May 11, 2016

As scrutiny from activist investors intensifies and marketplace volatility continues, companies are seeking to develop effective executive compensation programs that align pay...


Highest-Paid CEO-Chairs Earned $1 Million More Than Non-Chairs in 2015

May 9, 2016

CEO pay is still on the rise, totaling $14.5 million in 2015 among the Equilar 100, a study of the 100 largest companies by revenue to file their proxy statements by April 1...


Top-Paid Female CEOs Earned an Average of $22.7 Million in 2015

May 6, 2016

Despite accounting for a low number of positions, female CEOs in the Equilar 100 are out-earning their counterparts significantly. In 2015, the eight females who served...


Shareholders and Regulators Scrutinize Bank CEO Pay

May 4, 2016

As proxy season comes to a close, shareholder meetings are heating up and Say on Pay votes are rolling in. So far, we haven’t seen too much shake-up from previous years...


Singular Perspective: Incentive Plans with One-Year Performance Periods

May 2, 2016

Executives receive compensation in several forms, typically consisting of a base salary, an annual bonus, and long-term incentives (LTI)—the latter most often in the form of equity. Salaries...


How Much Is Say on Pay Changing Executive Pay Practices?

April 29, 2016

Say on Pay is frequently considered a catalyst for better pay practices at public companies, but in the past five years, shareholders have overwhelmingly passed the measure at companies, and CEO pay...


Energy Sector Decline Influences Incentive Plans in Executive Pay

April 22, 2016

Flailing oil prices have not necessarily indicated a drop in CEO pay across the board for the largest energy, oil and gas companies for 2015—at least not yet. Among the oil and gas companies...


Back to the Future: Companies Lengthen Incentive Plan Performance Periods

April 20, 2016

Setting performance periods is an integral piece of achieving pay for performance alignment in the wake of Dodd-Frank, Say on Pay and mounting shareholder activism. In recent years...


Designing Executive Pay to Drive Shareholder Value

April 18, 2016

Today’s compensation committees—and the members of management who work closely with them—face a formidable task to develop and execute a compensation and benefits program...


Five Ways Companies Structure Executive Stock Ownership

April 15, 2016

Public companies are beholden to align long-term interests of executive officers with those of their shareholders, thus influencing how companies pay for performance...


Stable or Stale? Board Chair Tenure Continues to Rise

April 13, 2016

Shareholder scrutiny of board leadership has ramped up in recent months and will continue to do as annual meetings draw nearer—some recent examples including...


With Voluntary Disclosure, Companies Get Ahead of CEO Pay Ratio

April 11, 2016

In August 2015, the SEC passed the Pay Ratio Disclosure rule as a part of Dodd-Frank, which will require them to include a comparison of CEO pay to that of a median employee...


Probability in Pay for Performance

April 7, 2016

In the age of Say on Pay, “pay for performance” has morphed from catch phrase into standard practice. According to Equilar’s 2015 Equity Trends Report, just over half of S&P 1500 companies granted...


Equity Experts: How to Manage the Push for TSR in Executive Pay Plans

April 5, 2016

The National Association of Stock Plan Professionals (NASPP) hosts a regular podcast aptly entitled “Equity Experts,” and featured Equilar’s director of research, Belen Gomez, in a recent episode...


CEO Performance Award Payouts Are Increasingly Off Target

April 1, 2016

In its most elemental form, executive pay consists of “fixed” elements—base salary and time-vesting equity–and “variable” or “at risk” elements—annual incentive and long-term incentive plan...


Super-Board Shuffle: Avon May Lose Position as Board Diversity Leader

March 31, 2016

Over the past several months, Avon Products has run a gauntlet of buyers and activists. While the company has avoided a proxy fight, some directors may become collateral damage after its impending board refreshment...


Shareholder Engagement: Increasing Exposure in Proxy Disclosure

March 30, 2016

Shareholder engagement has become one of the most talked-about issues in corporate governance, and with good reason. In the past few years, public companies have been held up to greater scrutiny due to many factors...


Are Longer Proxy Statements Deterring Shareholder Engagement?

March 28, 2016

In light of the financial crisis, Dodd-Frank and Say on Pay, executive compensation has become a hot-button issue in corporate governance. Continuous interplay between public companies and their shareholders—and the...


Will the SEC Rule on a Gender Pay Ratio?

March 24, 2016

Though gender pay equality is far from a recent issue, several scenarios during the past several weeks have brought the gender pay gap to the forefront of executive compensation and corporate governance...


Proxy Season Prompts Big Changes on High-Profile Boards

March 23, 2016

Board succession and refreshment have become consistent topics of conversation in corporate governance, with shareholders directly sending a message to companies that they expect regular...


Companies Just Say No to “Pay for Pulse”

March 21, 2016

In the wake of Dodd-Frank, Say on Pay, and calls from proxy advisors and shareholders for stronger links between pay and performance, public companies have taken a closer look at the design...


Transportation Companies and Executive Travel Perks

March 17, 2016

Country club memberships, annual physicals and free financial advice don’t always spring to mind when pondering executive pay. Traditionally, perks like these hid behind salaries, bonuses...


“First of Its Kind” Shareholder Proposal Takes on Tax Inversions

March 15, 2016

In the past five years, shareholder proposals have continued to increase, reflecting greater scrutiny on corporate governance. In 2015, there was an activist campaign launched...


Independent Women: Female Directors Drive Growth of Outsider Boards

March 14, 2016

In today’s corporate world, boardroom diversity is top of mind for governance professionals and investors alike. Shareholder engagement and activism has pressured companies...


Potential Proxy Fight at United Continental Spotlights Activist Demands for Board Skills

March 11, 2016

Shareholder activism has pushed board assessment and refreshment to the forefront in the 2016 proxy season. With proxy access becoming a hot-button issue, more and more...


New Diversity Fund Shines Light on Corporate Leadership Gender Equality

March 8, 2016

On Tuesday, March 8, State Street Global Advisors (SSGA) began trading “SHE,” an exchange-traded fund centered on companies that have gender diversity at the highest ranks...


Incentivizing Risk: Cash Severance Multiples among U.S. REITs

March 8, 2016

In addition to attracting talent and providing retention value, severance packages can incentivize executive risk-taking by providing a safety net in case certain decisions don’t turn out as planned...


Fewer Classified Boards Could Mean Higher Director Turnover

March 7, 2016

Directors are increasingly on the hot seat as board refreshment becomes a focus of shareholders and proxy access continues to gain traction. Indeed, 2,729 new directors joined Russell 3000 boards in 2014...


Combine and Cash In: Executive Awards for Inversions and Mergers

March 4, 2016

2015 saw heightened M&A activity as all industries participated in a whirlwind of corporate transactions. At the forefront of this consolidation flurry, corporate inversion situations and mergers of equals gained significant...


Sell-Off: Fortune 100 CEOs Rarely Hold Exercised Options

March 2, 2016

Stock options can be a sticky issue in executive compensation, and as a result, their popularity as a means to pay corporate executives has waned over the last few years. Debates over the utility of options as an equity vehicle center...


Best Practices for 10b5-1 Plans and Insider Trading Policies

February 29, 2016

10b5-1 plans continue to receive substantial attention from the media, legal commentators, academics, regulators, investors and shareholder organizations. While October 2015 marked the 15th anniversary of the creation of rule 10b5-1...


Are Boards Getting Boring? 10% Have At Least Four Directors Over 70

February 26, 2016

The recent resignation and retirement of Sumner Redstone at CBS and Viacom in a two-day period brought to light shareholder concerns around board age and tenure. As a growing number of directors nears mandatory retirement age...


Pay Display: How Companies Visualize Pay for Performance

February 24, 2016

Pay for performance is at the forefront of executive compensation program design, and stakeholders are adamant in ensuring executive pay levels are commensurate with a company's performance and returns to shareholders. In 2015...


Bull Market: Big Banks Show CEO Pay Increases

February 23, 2016

Early indications from the largest U.S. banks could signal an overall increase in CEO pay for the financial sector in fiscal year 2015, as recent filings revealed 20%-plus pay raises for Bank of America's Brian Moynihan and Citigroup's...


Keeping the Lights On: Maintaining Line of Sight in Energy Sector Incentive Plans

February 22, 2016

Incentive plans are designed to reward executives for achieving meaningful but realistic targets. In a volatile or down market, even the best performing companies are subject to industry or economy wide factors, and selecting metrics...


Shareholders Suspect Poor Governance from Stagnant Boards

February 19, 2016

Many boards address succession only on an as-needed basis when facing an impending vacancy, which can lead to challenges in a variety of scenarios. Shareholders are taking more notice of how the directors represent their interests...


Healthy Exercise: Trading Trends of Fortune 100 Executives

February 17, 2016

Elon Musk recently made headlines when he exercised nearly $100 million worth of stock options on January 27, 2016, ahead of Tesla’s earnings announcement. Tesla’s stock price had fallen roughly 25% in 2016 to that point...


Investors to Boards: Be Better Prepared for Shareholder Meetings

February 12, 2016

Shareholder engagement is on the rise and will only continue as investors seek to better understand a company’s practices and policies. As a result, more companies are taking a proactive approach to communicate how their governance...


Split Decisions: CEO/Chair Positions Decline in Response to Shareholder Concerns

February 10, 2016

Traditionally, corporations combined the roles of chief executive officer and board chair, appointing the position to a single leader, but in recent years, shareholders have raised concerns about the combination of these two primary ...


The Role of TSR Modifiers in Long-Term Incentive Plans

February 8, 2016

As a result of increased scrutiny on pay for performance by investors and regulators, more companies have incorporated total shareholder return (TSR) in their incentive plans. Equilar's latest Equity Trends Report shows that almost 50% of...


Institutional Investors on Long-Termism: Subtle Aim at Activists?

February 5, 2016

On February 1, reports surfaced that Laurence Fink, the CEO of BlackRock, had sent a letter to more than 500 companies asking them to focus less on short-term outlooks and estimates and more on long-term strategic approaches as they...


Redstone Retires: Reflections on Board Succession and Shareholder Engagement

February 4, 2016

The rise in shareholder engagement and activist attention to board composition has put companies are under pressure to evaluate their boards on an ongoing basis. Boards that are unprepared to manage a transition may find themselves in...


Boards by the Numbers: New Directors in the Russell 3000

February 3, 2016

The election of new board members is typically a foremost topic of discussion during annual shareholder meetings. This year, with proxy access on the rise, activist and institutional shareholders alike have been focused on consistent...


Staying Ahead of the Curve: Incentive Payouts That Achieve Pay for Performance

February 1, 2016

Since Dodd-Frank and Say-on-Pay were implemented more than five years ago, companies, proxy advisors and shareholders have focused on pay for performance as a measure of effective executive compensation programs. The logic suggests that if...


Board Skills Matrices: Insightful or Redundant?

January 28, 2016

In late 2009, the SEC passed a rule requiring companies to disclose experience, qualifications, attributes or skills for each director on the board or up for nomination, and this information has become highly valued among shareholders...


Are Companies Prepared for Succession Planning?

January 27, 2016

Successful board and CEO succession planning is an integral factor in maintaining long-term stability of companies. Without a strong plan in place, organizations put themselves at risk on many counts. Equilar recently hosted a webinar...


Pay Versus Performance: Are You Prepared?

January 26, 2016

As the calendar barrels into 2016 and proxy season is in our immediate sights, anticipation gathers for how companies will address proposals put forth by the SEC in this year's filings. In particular, the SEC's proposed...


How Companies Handle Hot-Button Proxy Issues

January 21, 2016

Dodd-Frank continues to shape the way companies engage with their shareholders, particularly with matters dealing with executive compensation such as Say-on-Pay and Pay for Performance. Equilar recently hosted a webinar featuring...


On Guard, Part 3: Oversight of Cybersecurity by Industry

January 18, 2016

Cybersecurity strategy will be a crucial corporate risk and governance issue for 2016 and beyond. Customers care about their private data, enterprises value their intellectual property and investors seek assurance that their portfolio...


Shareholder Activism and Director Approval Ratings

January 14, 2016

It’s no secret that shareholder activism is on the rise at U.S. companies, surfacing in many different ways. Shareholders have voting power on a wide range of corporate governance decisions, particularly on the right to choose...


Gender Parity in the Boardroom Still Decades Away

January 11, 2016

The number of women on boards continues to rise, but it will be a long time before female representation at the largest U.S. companies matches their representation in the workforce, according to a new report from the Government Accountability...


Board De-Classification May Lead to More Diversity

January 8, 2016

Board diversity issues have come to the forefront in recent years, and shareholders are pushing companies across the S&P 500 to elect new and diverse candidates to join their boardrooms. Progress has been steady, but many critics...


CEO Tenure Has Increased Nearly One Full Year Since 2005

January 6, 2016

Contrary to trends that may influence executive turnover such as increased M&A activity, scrutiny from activist investors to perform in the short term and an aging boomer population, tenure for S&P 500 CEOs has increased nearly...


Will 2016 Be the Year of Proxy Access?

January 4, 2016

As detailed in Equilar’s latest report, shareholder engagement is on the rise in various forms, and company outreach to ensure investors have appropriate access to exercise their rights is a dominant topic in corporate governance...


New Challenges Inspire Changes to Board Committee Structures

December 17, 2015

As public concerns and needs change, so do board structures. Boards establish and dissolve committees based on their needs to deal with a specific matter or general issue to help the board for diligent decision-making. In the past...


Year-End M&A Flurry Shines a Light on Golden Parachutes

December 16, 2015

As 2015 comes to a close, several major M&A announcements, proposals and rumors are making headlines. In many of these cases, the often-large sums of money outgoing CEOs and other executives stand to receive as severance—also known...


On Guard, Part 2: Board Committee Oversight of Cybersecurity

December 14, 2015

Potentially valuable data underpins the next wave of innovative products, spanning a spectrum from customer credit card and social security numbers to corporate intellectual property. While data breaches at prominent retailers, healthcare...


DowDuPont: A Merger of Activism

December 11, 2015

Dow and DuPont, two of the largest U.S. chemicals companies with a combined $130 billion market cap, agreed to a merger of equals on the morning of December 11. If the deal is approved, they subsequently plan to split into three companies...


Communicating Board Diversity through Disclosure

December 10, 2015

In the past few years, shareholders and boards have given considerable attention to boardroom diversity that reflects a wider variety of opinions, skills and experience to meet the challenges and opportunities in the changing corporate landscape...


Yahoo! Mayer’s Potential Severance Package Draws Significant Attention

December 9, 2015

With investor engagement continuing around what exactly to do with Yahoo, media outlets have turned their attention to Marissa Mayer’s potentially large change-in-control payout in the case that the company were sold and she were terminated. According...


Going Overboard? Restrictions May Shrink Qualified Director Pool

November 20, 2015

With shareholder engagement and outreach coming to the forefront in the wake of Dodd-Frank, directors’ responsibilities are continually expanding into significant professional obligations. As a result, many shareholders and other governance stakeholders...


On Guard, Part 1: Cybersecurity in S&P 500 Boardrooms

October 16, 2015

High profile data breaches grab headlines and deservedly so—exposure of private, proprietary information puts businesses, investors, and consumers at risk. Corporate and large organizational data breaches are increasing in both frequency and magnitude...


@Jack Is Back: Twitter’s New CEO Finds Himself in Rare Company

October 7, 2015

After months of speculation, Twitter named its new CEO this week—the company’s co-founder (and former CEO) Jack Dorsey. Following several quarters of slowing user growth, pressure on Twitter from its investors and from Wall Street in general reached...


The Changing Face of Fortune 1000 Boardrooms, in Five Charts

October 6, 2015

We’re in an unprecedented era in shareholder engagement, and as a result, the make-up of U.S. boardrooms is changing to reflect this new reality. Rules and regulations following Dodd-Frank have heightened the availability of information and awareness...


Chairman/CEO Votes: Signs of Shareholder Trust or Playing It Safe?

September 23, 2015

On September 22, Bank of America shareholders voted whether CEO Brian Moynihan would continue in his role as Chairman of the Board. In the weeks leading up to the shareholder meeting, many wondered if a vote to split the roles and implement...


Eradicating Cyber-risk: CEO Expertise and Experience

September 15, 2015

As companies rely more heavily on compiling, storing, utilizing, and disseminating large amounts of proprietary and private data, securing such information continues to pique the interest of invested parties. Customers, consumers and vendors...


Change-in-Control: Pay Trends in Transition

September 3, 2015

Although corporate change-in-control (CIC) situations happen infrequently, stakeholders place the details of such transactions under a microscope, scrutinizing them from every angle. In particular, proxy advisory firms and shareholders view...


Weighing in on Performance Metrics

August 27, 2015

When it comes to doling out long-term incentive plans, shareholders and companies both hold vested interests in how awards are structured. Not only do equity awards contribute to the retention of executives, but they also set the tone for...


Director Compensation Under Scrutiny: Are Pay Increases Justified?

August 20, 2015

Median director pay among S&P 500 companies has increased significantly in recent years. According to the latest Equilar research, director retainers reached a median $235,000 in 2014, up from $215,000 two years prior. In response, shareholders...


SEC Shines a Spotlight on CEO-Employee Pay Ratio

August 5, 2015

Dodd-Frank initially mandated that U.S. public companies disclose the ratio of median pay between their CEOs and their employees, and thus the subject has been a source of much discussion since its passing. But five years later, exactly how...


Does It Really Pay for CEOs to Perform? A Comparative Analysis

August 4, 2015

CEO pay continues to rise, reaching a median $10.3 million among S&P 500 companies in 2014, according to Equilar’s latest research. But alongside consistent growth, CEO compensation has also experienced increased scrutiny since the passing of Dodd-Frank...


Dodd-Frank’s Fifth Anniversary: In Retrospect and Prospect

July 27, 2015

The Dodd-Frank Wall Street Reform and Consumer Protection Act – better known colloquially as “Dodd-Frank” – celebrated its fifth anniversary on July 21, 2015. Though the sweeping financial markets reform initiated by this legislation has yet to...


Equity Compensation Plans: Breaking down Dilution

July 24, 2015

A well-designed equity compensation or performance incentive plan has potential to be a “win-win” for those with skin in the game, and corporate issuers have the opportunity to align their stakeholders’ interests by including equity pay in executive...


Enforcing Accurate Financial Reporting — Clawbacks

July 6, 2015

The Securities and Exchange Commission (SEC) recently proposed a set of rules that would govern the clawback provisions of listed companies. These standards would apply specifically to compensation that is linked to accounting-related metrics, stock price...


Pay Versus Performance Rule Faces Potential Issues

June 18, 2015

As noted in a previous post, the Securities and Exchange Commission (SEC) recently released language concerning the Pay Versus Performance disclosure required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Public comment on the...


CFO Pay Increases: Falling Behind the CEO?

June 10, 2015

In a recent post, we looked at changes in CEO pay in the S&P 1500 and how that compares to the average worker. While the CEO is typically a company’s highest paid and most high-profile employee, they are but one member of the executive team. Using...


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