Compensation Committee

Keeping with this evening’s Halloween spirit, members of Board of Directors and Compensation Committees should be aware of an allegation that is currently floating within the ominous fog – that some executives of publicly-traded issuers are trick-or-treating with “ghost revenue.”  Kidding aside, the allegation (or potential allegation) is that some executive officers are using ghost revenue (i.e., deferred revenue) in order to satisfy otherwise unattainable non-GAAP performance metrics.  A grossly-oversimplified explanation of this issue is addressed in the below portions of this post. Continue Reading Compensation Governance: Is Ghost Revenue Real?

Privately-held companies anticipating an IPO have a unique “one-time” opportunity to design their compensatory programs in a way that creates flexibility after the company becomes publicly-traded.  Please join us on September 13, 2018, at 10:00 CT where we will discuss various design structures, including: (i) emerging growth company considerations relevant to compensation structures, (ii) thoughts from institutional shareholders, (iii) equity incentive plan designs that can help to preserve the share reserve of the equity plan long after the effectiveness of the S-1 registration statement, (iv) design issues with respect to executive contracts, and (v) other compensatory issues (e.g., co-registration rights, rollover of profits interests, etc.).  Click here to register: Planning for an IPO: Compensation Considerations (Phase I of II).  And as always, our monthly webinar series is FREE. Continue Reading Planning for an IPO: Compensation Considerations

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

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