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This Post will begin a series of blog entries focused on the topic of linking executive pay to a publicly-traded issuer’s diversity and inclusion (“D&I“) initiatives.  As background, there has been a recent push to hold executives accountable for the effectiveness of an issuer’s D&I initiatives by linking their executive pay to the success of such initiatives.  Pretty straight forward (i.e., the success of the D&I initiative becomes one of the metrics in the issuer’s performance-based compensation strategy).
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Continue Reading Thoughts When Linking Public Company Executive Pay to D&I Initiatives

On Wednesday, September 30, 2020, we will be hosting a webinar entitled “The SEC’s New Human Capital Rule, Workplace Diversity and Compensation Design: Year-End Disclosures and the Board Agenda 2020”.  The purpose of this webinar is to cover the SEC’s new Human Capital rule and how such disclosure will interplay and impact any diversity…

The purpose of this Post is to highlight the question of whether, in today’s economic environment, deferred compensation monies should be secured with a secular trust.  This Post is Part 7 of a 7-Part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today’s economy.

Background

It is well-settled that the assets of non-qualified deferred compensation programs are subject to the claims of the company’s general creditors.  Securing the assets with a Rabbi Trust does nothing to change that answer.

With today’s market volatility and many companies struggling to survive, some executives may not value deferred dollars because of the fear that these deferred dollars will be swept by the company’s creditors.  And if the executives do not value the program, then the program is not providing the necessary incentive and retention benefits.  So does it make sense to consider a different vehicle or approach?

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Continue Reading Current Compensation Issues (Part 7 of 7): Does It Make Sense to Consider a Secular Trust for Deferred Compensation

An executive of a publicly-traded company would not have anticipated today’s market volatility and depressed stock price when he or she entered into a 10b5-1 trading plan in 2019.  As a result, this executive will probably want to amend or terminate such trading plan.  The purpose of this Post is to provide a quick reminder of the applicable issues that should be considered.  This Post is Part 6 of a 7-Part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today’s economy.
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Continue Reading Current Compensation Issues (Part 6 of 7): Modifying or Terminating a 10b5-1 Trading Plan

The purpose of this Post is remind publicly-traded companies to revisit their stock ownership policies to determine whether a temporary waiver of the policy requirements is advisable.  This Post is Part 5 of a 7-Part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers…

The purpose of this Post is to highlight whether Compensation Committees should be offering retention packages to their executive officers to discourage their being poached by another company.  This Post is Part 4 of a 7-Part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive…

This post is part of a 7-part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today’s economy.  The titles of each of the 7-parts in this series are listed at the bottom of this post.   This Part 3 is entitled “Address Outstanding Performance-Based Equity Awards,” and provides some alternatives that Compensation Committees could consider with respect to outstanding performance-based equity awards that have currently unachievable performance goals.  Such alternatives include (listed in no particular order, and not an exhaustive list):…
Continue Reading Current Compensation Issues (Part 3 of 7): Address Outstanding Performance-Based Equity Awards

This post is part of a 7-part series addressing compensation adjustments that Compensation Committees could consider in order to continue to incent and retain their executive officers in today’s economy.  The titles of each of the 7-parts in this series are listed at the bottom of this post.   This Part 2 is entitled “Consider Changes to Increase Cash Flow,” and provides some ideas that a Compensation Committee could implement that could work to increase the company’s cash flow and produce positive proxy disclosure.  Such ideas are (listed in no particular order, and not an exhaustive list):…
Continue Reading Current Compensation Issues (Part 2 of 7): Consider Changes to Increase Cash Flow