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Former Valeant Pharmaceuticals International Inc Chief Executive Michael Pearson has filed a lawsuit against the Canadian drugmaker, alleging it refused to pay him more than 3 million shares he is owed, the Wall Street Journal reported on Monday.
Based on Valeant's stock price of $10.81 at the close of trading Monday on the NYSE, the shares have a market value of about $32.43 million. READ MORE
Wells Fargo has agreed to pay $110 million to settle a class-action lawsuit over up to 2 million accounts its employees opened for customers without getting their permission, the bank announced Tuesday.
It’s the first private settlement that Wells has reached since the company paid $185 million to federal and California authorities late last year. Authorities said bank employees, driven by high-pressure sales tactics, opened the bank and credit card accounts without customer authorization. READ MORE
The House Republican health-care proposal, the American Health Care Act (H.R. 1628), would modify or repeal in part the Affordable Care Act tax provisions impacting executive pay for health insurers, among other changes. See related story, How Will The Proposed AHCA Be Different From the ACA For Employers?
Health insurers and executive compensation experts are keeping a close eye on American Health Care Act developments, including the House floor vote scheduled for March 23. The proposed repeal of the ACA-mandated tax provisions would be effective for tax years beginning after Dec. 31, 2017. READ MORE
There's no question the responsibilities of the board's compensation committee have escalated, particularly since the 2008 financial crisis and with passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) in 2010. The legislation required regulators to demonstrate a link between executive pay and the performance of the corporation. Since joining the National Association of Corporate Directors (NACD) 16 years ago, CEO Peter R. Gleason spearheaded a wide range of research and education initiatives that track the changing dynamics of the boardroom and the increased expectations on the directors' role. During our conversation, Gleason, who was promoted to NACD president in 2014 and became CEO of the now 40-year-old organization in January, reflected on the evolution of the compensation committee and, in particular, on the ongoing need for director education. READ MORE
It's that time of year when publicly traded companies file their proxy reports, which disclose how much they paid their top executives the previous year. Now that all four of the nation's megabanks have done so, we can compare the compensation of the heads of JPMorgan Chase (NYSE:JPM), Bank of America (NYSE:BAC), Wells Fargo (NYSE:WFC), and Citigroup (NYSE:C). READ MORE
Wells Fargo & Co. awarded Chief Executive Timothy Sloan $12.83 million in compensation for 2016 after he took over the embattled bank this fall following its sales practices scandal.
Sloan received $2.33 million in base pay, with a bonus that included shares valued at $10.5 million. He, along with seven other executives, didn’t receive a cash bonus this year compared with $1 million Sloan received for 2015 and the $4 million that his predecessor John Stumpf received in cash bonus that year.
The lack of cash bonus along with up to 50% reduction in certain stock awards for 2016 was meant to reflect the $185 million fine the bank paid last fall for opening as many as 2.1 million accounts using fictitious or unauthorized customer information. READ MORE
Last month a California appellate court held that an employer violates California law by paying inside sales employees on a draw against commission. In Vaquero v. Stoneledge Furniture LLC, the court held that such a pay arrangement does not compensate employees for their mandatory paid rest breaks and other non-selling working time. READ MORE
This Alert serves to remind publicly held companies of things that need to be done early this year to help minimize or avoid the application of the deduction limitations imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended. The Alert also provides an overview of the basic principles contained in Section 162(m). READ MORE
The sun always rises. Time is unidirectional. Financial wealth can beget greed. All are fundamental truths of the universe. With regard to the last, is it possible to theorize on the link between performance-based corporate executive compensation and accounting fraud? How do we determine what separates Chief Executive Officers (CEO) such as Jeffery Skilling and Kenneth Lay from the failed conglomerate Enron from perceived highly successful CEO’s such as Jack Welch at General Electric? All of the former corporate executives were handsomely compensated in company stock options, so is it really possible to derive a correlation between corporate pay metrics and fraud? We dive deeper for answers. READ MORE
Last spring Equilar, an executive compensation firm, released a headline-grabbing study on gender and CEO pay. In a survey of 341 S&P 500 companies, it found that the 17 female chief executives in the group made nearly $8 million more on average than their 324 male counterparts. Some in the media responded with shock and excitement (Fortune called it, for example, “a reverse gender gap”), while others cautioned about the report’s small sample size. But these findings are supported by two rigorous academic studies: One found that women who hold, or are likely to hold, senior management positions earn up to 10% more than their male peers. Another found not only that female CEOs are paid more than male CEOs but also that nonwhite CEOs (African-American, Asian, Hispanic, and Native American ethnicities) are paid more than white CEOs. READ MORE
The general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the nonprofit sector). This increased focus has concentrated on issues relating to reasonableness of compensation, and the use of compensation to reward particular organization and individual success—and to hold executives accountable for shortfalls in leadership or performance. READ MORE
As a general matter, employers “win” when they seek to enforce stock plan terms that have been fairly disclosed -- and accepted -- by award recipients. ADP recently had such a victory, through a 3rd Circuit decision granting a preliminary injunction against two former employees who had joined a competitor in violation of restrictive covenants set forth in their stock awards. They argued that ADP’s web-based system for issuing stock awards did not adequately alert them to the consequences of the stock awards they accepted.
The employees lost because ADP’s check-the-box award system involved the following key steps that led the court to bind them to the stock award agreements and the associated noncompetes:
More than ever, companies are updating their compensation strategy and practice to build more trusting relationships with their workforce, emphasizing pay transparency and equity, according to the 2017 Compensation Best Practices Report from cloud compensation services company PayScale.
The 2017 Compensation Best Practices Report (CBPR) is based on data from 7,700 executives, line of business managers, human resource leaders and compensation practitioners, and reflects current attitudes about compensation, business growth, hiring and retention. The latest annual report shows a shift is underway at many companies as key talent markets are becoming increasingly competitive. READ MORE
Health insurance companies stand to gain a bigger tax break for CEO pay in the Obamacare revamp.
The bill unveiled Monday would scrap the limitation for insurers on how much executive compensation is tax deductible. The new proposal lifts the guaranteed deduction to $1 million from $500,000 established by the Affordable Care Act and also lets insurers deduct any pay linked to performance.
The threshold set by the Obama administration was designed to discourage companies from letting any increases in revenue go to executive bonuses rather than patient care. The measure would be removed at the end of 2017 if the proposal put forth by Republicans, called the American Health Care Act, becomes law. It would also bring insurers on par with other public U.S. companies. READ MORE
Charities are becoming a lot more generous with pay at the top.
The tax-exempt organizations, which include many hospitals and colleges as well as traditional charities such as the United Way, provided seven-figure compensation to roughly 2,700 employees in 2014, an analysis of newly available data shows.
The total is higher by a third than in 2011, The Wall Street Journal found, after analyzing about 100,000 organizations that filed electronic returns with the Internal Revenue Service all four years. READ MORE
A month into the Trump presidency, there have been a number of important statements from the executive branch on the regulation of executive compensation impacting the financial services industry. On February 3, 2017, President Trump issued a statement on the core principles for regulating the U.S. financial system (“Core Principles”). The statement requires the Treasury and all heads of member agencies of the Financial Stability Oversight Council to report within 120 days (by June 3, 2017) all existing laws, treaties, guidance, regulations, etc., that promote the Core Principles, and all such laws, etc., that inhibit the Core Principles. The Core Principles provide some insight into future regulation or repeal efforts by the Trump administration impacting executive compensation. READ MORE
A California appellate court ruled this week in Vaquero v. Stoneledge Furniture, LLC (No. B269657, filed February 28, 2017) that employees paid on commission are entitled to separate compensation for rest breaks. In a decision that frustrates employers that view the employment relationship through the lens of contract law, the Vaquero Court held that Stoneledge’s commission plan that paid sales associates a percentage of sales or a guaranteed draw in excess of minimum wage against earned commissions failed to properly compensate sales associates for rest breaks and non-productive time. READ MORE
Things are looking up for association executive pay. “CEO Salary Dynamics,” [PDF] a new research paper from the ASAE Foundation and Naylor Association Solutions, reports that CEO compensation has swelled in the post-Great Recession years. From 2012 to 2016, according the report, the median CEO base salary has spiked a remarkable 33 percent, from $150,000 to $200,000. The growth is larger at trade associations (40 percent), but pretty much every category is on the upswing, whether the breakdown is by budget, staff size, or scope. Only associations with budgets below half a million dollars saw a decline between 2012 and 2016, and there the downturn is only one percentage point. READ MORE
Unlike private employers, tax-exempt and governmental employers are required to comply with the complex rules of Tax Code Section 457 whenever compensation is payable to employees in arrangements beyond the current tax year such as for executive deferred compensation and severance arrangements. Deferred compensation plans subject to Section 457(f) plans are subject to a different regulatory scheme than Section 401(k) and 403(b) retirement plans which allow for tax deferral up to, any even beyond, retirement. Because there is considerably less regulatory guidance for 457(f) plans than for 403(b) and 401(k) plans, the tax treatment of certain Section 457(f) plan designs was somewhat unclear. In June of 2016, the Internal Revenue Service ("IRS") issued long-anticipated comprehensive Section 457 proposed regulations clarifying numerous aspects of Section 457. This article describes several of the key aspects of the 457(f) guidance. READ MORE
A bipartisan pair of lawmakers on the U.S. Senate Banking Committee are planning to introduce a bill that aims to entice private corporations to give their employees larger equity stakes in their companies and promote longer-term investing.
The draft bill, titled the "Encouraging Employee Ownership Act," is being rolled out by Virginia Democrat Mark Warner and Pennsylvania Republican Pat Toomey and will be made public as soon as Thursday, according to a spokeswoman for Warner's office. READ MORE