As a follow-up to my post entitled “Thoughts When Linking Public Company Executive Pay to D&I Initiatives,” I think it is important to share, at least at a high level, the legal framework for diversity, equity and inclusion programs (i.e., it is important to successfully navigate employment laws prior to the Board taking
Compensation Governance
Interplay Between SEC Human Capital Rule, Compensation, D&I Initiatives and Proxy Disclosure
By Anthony J. Eppert on
Posted in Compensation Design
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…
SEC Amends Rules for Proxy Advisory Firms
By Anthony J. Eppert on
Posted in Shareholder Concerns & Influence
On July 22, 2020, the Securities and Exchange Commission adopted final rules and supplemented interpretative guidance that modify the proxy rules as applied to proxy advisory firms and clarify the fiduciary duties of investment advisers when voting proxies. One of our rising stars (Chelsea Lomprey) did the heavy lifting in drafting a client alert on…
Public Companies and ESOPs: Check Yes or No
By Anthony J. Eppert on
Posted in Compensation Design
We host a monthly webinar series with the intent of teaching a narrow topic deep (as opposed to covering the surface of a wide topic). Our webinar for the month of July will be held this Thursday (July 9, 2020) at 10:00 Central and is entitled “Public Companies and ESOPs: Check Yes or No” [Sign Up Here].
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Select Administrative Issues to Consider When Granting Equity Awards
By Anthony J. Eppert on
Posted in Compensation Design
The purpose of this Post is to highlight some of the administrative issues that should be vetted any time the Compensation Committee of a publicly-traded company effectuates a grant of equity to key employees. The below list is not exclusive and is listed in no particular order:
Share Counting Provisions
- Verify the Equity Plan’s Share
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Current Compensation Issues (Part 7 of 7): Does It Make Sense to Consider a Secular Trust for Deferred Compensation
By Anthony J. Eppert on
Posted in Compensation Design
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?…
Administrative Perspectives on Granting Compensatory Equity Awards: A Checklist of Action Items
By Anthony J. Eppert on
Posted in Compensation Webinar
Just a quick note that our upcoming monthly webinar is entitled “Administrative Perspectives on Granting Compensatory Equity Awards: A Checklist of Action Items,” and will be held this Thursday, May 14, 2020, from 10:00 am to 11:00 am Central. The purpose of this webinar is to provide a checklist of design and administrative considerations associated…
Current Compensation Issues (Part 6 of 7): Modifying or Terminating a 10b5-1 Trading Plan
By Anthony J. Eppert on
Posted in Compensation Design
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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Current Compensation Issues (Part 5 of 7): Revisit Stock Ownership Policy Requirements
By Anthony J. Eppert on
Posted in Compensation Design
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…
Current Compensation Issues (Part 4 of 7): Retention Packages to Discourage Poaching
By Anthony J. Eppert on
Posted in Compensation Design
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…