Battle over proxy advisers reignites after SEC unwinds Trump-era rules

A fight over the powerful firms that advise shareholders on corporate governance issues is escalating in Washington.

Some of the country’s largest business groups are challenging the Securities and Exchange Commission’s decision last month to undo Trump-era restrictions on the proxy advisory firms that make recommendations to investors on how to vote on often contentious proposals put up at annual corporate meetings. READ MORE

OFCCP Revises Compensation Analysis Directive But Leaves Questions About Documentation Created Under Attorney-Client Privilege

On August 18, 2022, the Office of Federal Contract Compliance Programs (OFCCP) issued a revised version of its Directive 2022-01 - Advancing Pay Equity Through Compensation Analysis, which was originally issued on March 15, 2022. Although the stated purpose of the original Directive was to “provide guidance on how OFCCP will evaluate federal contractors’ compliance with compensation analysis obligations and clarify OFCCP’s authority to access and review documentation of compensation analyses conducted pursuant to 41 CFR 60-2.17(b)(3),” the Directive was controversial as OFCCP appeared to be claiming a right to compel contractors to disclose their pay equity analyses even when properly protected by the attorney-client privilege. READ MORE

Compensation, scrutiny and greenwashing risks: RBC GAM on tying ESG to executive pay

Derek Butcher is part of the nine-strong corporate governance and responsible investment team at RBC Global Asset Management (RBC GAM), which manages more than $408 bn in assets (as of June 30, 2022). Here he talks to IR Magazine about the nuances of tying EGS metrics – some of which can be difficult to quantify and are seen as less rigorous – to executive pay. READ MORE

How to Discuss a Pay Raise: 8 Executive Tips

These are negotiations that need to be initiated when the internal sense of the “give and take” balance is disturbed.

In the negotiation process, all factors must be taken into account — the company’s budget, grades, and the market situation. But the most important thing is that the employee should have a feeling of inner comfort, something that he gives to the company as his contribution to the results, and the employer more than returns in the form of a compensation package. READ MORE

What Is Elon Musk?

In January 2018, Tesla announced details of a new contract with its CEO, Elon Musk, that sounded less like an executive-compensation package and more like the premise of a game show. Under the deal, Musk would take no salary but could earn large bundles of stock options each time he raised the company’s value by $50 billion. If it went up by a mere $49,999,999,999, he would leave empty-handed. READ MORE

Equity Compensation Considerations for the Private Company

Establishing an equity-based long-term incentive plan in the private company context presents unique design and planning issues, especially where the private company is not owned by a private equity sponsor (PE fund). Let’s explore various alternatives for the design of equity compensation plans, discuss the pros and cons of each, describe the general tax impact, and highlight other issues that might influence a private company’s decision to implement one alternative over another, or whether to even offer a long-term equity compensation plan at all. READ MORE