Should Companies Disclose Employee Compensation?

Organizational transparency is a much contested topic in boardrooms and lunchrooms these days, with two primary questions confronting leaders:

1. How much information should be shared inside the organization?

2. Do we have a choice?

A recent example suggests that the disclosure debate might well be extended to information that generally has been considered off-limits: compensation data. READ MORE

New Executive Compensation Plan A Signal To Sell Tesla

Everyone already knows that Tesla (TSLA) loses a great deal of money and has massive growth expectations baked into its stock price (I’ve addressed these concerns here and here). Despite these obvious concerns, the stock has continued to soar on the hope that the company’s technological advantage will allow it to dominate the growing electronic vehicle (EV) market and play a big role in energy storage. READ MORE

Shareholder proposal to exclude impact of share buybacks on executive compensation

In 2016, the AFL-CIO submitted several shareholder proposals designed to curb the impact of stock buybacks on executive compensation. (See this PubCo post.) The question at the time was whether we would see many more of these proposals. However, amid significant media and academic criticism, as well as relatively high stock valuations, the levels of stock buybacks declined, and the anticipated wave of proposals on buybacks did not materialize. However, the new tax act is expected to trigger a new spike in the levels of stock buybacks. (See this MarketWatch article.) Perhaps with that in mind, one of the most prolific proponents of shareholder proposals has submitted a proposal to eliminate the impact of stock buybacks in determining executive compensation. Will these proposals now become a thing?  READ MORE

10 ways compensation committees can best guide executive pay and performance

As CEO incentive pay packages bring attention to transparency issues in executive compensation, a group of directors and chief risk officers from The Directors and Chief Risk Officers Group published a set of guiding principles for compensation committees around the governance of risk related to pay and performance.

The report aims to give a company's board of directors and board-level compensation committees guidelines for the governance of risks linked to an organization's compensation culture.

Here are 10 guidelines for compensation committees to best guide executive pay and performance, according to the report. READ MORE

Issues for Compensation Committees to Consider When Grappling With Changes to 162(m) and the Death of the Performance-Based Compensation Exemption

As much has been written regarding the repeal of the performance-based exception to the $1 million dollar deduction limitation under Code Section 162(m) under the Tax Cuts and Jobs Act (the Act), we have highlighted certain issues that compensation committees should consider in the post-Act era as they review 2017 bonus payouts and chart a course forward without having the benefit of the performance-based compensation exception. The Act makes the following key changes to 162(m) effective for tax years beginning after December 31, 2017:  READ MORE

Tax-Exempt Organizations Face a New Excise Tax on Compensation Paid to Executives

President Trump signed the Tax Cuts and Jobs Act of 2017 on Dec. 22, 2017. Effective as of Jan. 1, 2018, the Act adds Section 4960 to the Internal Revenue Code (“Code”), which imposes a new 21 percent excise tax on “Compensation” paid by an “Applicable Tax-Exempt Organization” with respect to employment of any Covered Employee. The employer is responsible to pay the excise tax, even if the amount paid is determined to be reasonable under the intermediate sanction rules. For purposes of Section 4960, the following terms are defined:  READ MORE

Immediate Action Required: Reduction in Maximum Tax Withholding on Equity Compensation

The tax bill formerly known as the Tax Cuts and Jobs Act (the Act) reduces tax rates for individuals, lowering the top marginal tax rate from 39.6% to 37%, effective January 1, 2018. Employers should make sure that the tax rates used for federal tax withholding on equity awards are reduced to correspond to the lower rates under the Act, in order to avoid adverse financial accounting consequences. This change may require an adjustment to payroll systems. READ MORE