The purpose of this post is to explain why the Board of Directors (the “Board”) of a publicly-traded corporation should consider having the issuer’s stockholders approve all or a portion of the compensation paid to its non-employee directors. Continue Reading Discuss Director Compensation During the Fall 2018 Board Meetings

Tune in for our upcoming monthly compensation webinar entitled “Pay Ratio: Developments from Last Proxy Season.”  The purpose of this webinar is to provide pay ratio disclosure stats and exemplars, including common ratios broken down by industry, use of the de minimis exception, the more common consistently applied compensation measures, how issuers calculated total compensation, and the location of the pay ratio disclosure.  As always, FREE CLE, CPE, HRCI and SHRM credits apply!

To help preserve the business judgment rule defense and make it more difficult for a plaintiff to prove that a director breached his or her fiduciary duties, Compensation Committee members should use tally sheets (a.k.a., “placemats”) when making compensatory decisions and attach such tally sheets to the Committee’s resolutions or minutes.  Continue Reading Tally Sheets: A Reminder To Compensation Committees

Rule 701 is the most relied upon exemption from SEC registration that is applicable to many private issuers granting compensatory equity awards.  As described in more detail in an article (found here) from two members of our compensation team (Matt Grunert and Emily Cabrera), Rule 701 will soon be revised to raise the enhanced disclosure threshold from $5mm to $10mm.  This is welcomed news because complying with the enhanced disclosure requirement is burdensome (i.e., triggering the enhanced disclosure requires a private company to disclose detailed information about the risks associated with the potential investment, disclose balance sheets, and disclose income statements and other financial statements).

Tune in for our upcoming monthly compensation webinar entitled “Preparing for Proxy Season: Start Now (Annual Program).”  The purpose of this webinar is to set forth the compensatory business and legal issues that publicly traded companies should consider bringing to their Compensation Committee members this fall.