An Inside Look at Pay vs. Performance Year 2 Disclosure Trends

In August 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the pay vs. performance (PVP) requirement in the Dodd-Frank ActOpen in a new tab. These rules require registrants to disclose, in both tabular and narrative format, how their executive compensation is paid in relation to their financial performance.

WTW is among the organizations that have kept a close eye on PVP disclosure trends, providing insight on early trends as well as broad consensus on disclosure practices among first-year filersOpen in a new tab. In addition, WTW tracks the SEC’s Compliance and Disclosure Interpretations (C&DIs) that accompanied the final rules, most recently in November 2023 (see SEC issues November 2023 guidance on pay versus performanceOpen in a new tab). READ MORE

Fifth Circuit Reminds Employers To Follow Salary Basis Test or Lose FLSA Overtime Exemptions

On May 24, 2024, the US Court of Appeals for the Fifth Circuit in New Orleans, which covers Louisiana, Mississippi, and Texas, recently upheld a district court’s decision that two highly compensated IT engineers were not properly paid on a salary basis and, therefore, not exempt from the Fair Labor Standards Act’s (FLSA) overtime requirements. The Fifth Circuit’s opinion reiterates that no matter how much money an employee earns, a guaranteed weekly salary must be paid in accordance with the FLSA’s specific rules and regulations in order to maintain most exemptions from the overtime pay requirements. READ MORE

Top Lessons From Tesla On Doing Executive Pay Right

The Tesla shareholder meeting has prompted plenty of headlines and broader discussions about CEO pay. Shareholders voted to reinstall CEO Elon Musk’s compensation package, which had been approved by them in 2018 and then voided by a Delaware Chancery judge after a shareholder lawsuit.

The actual Delaware ruling was not based on whether or not the payment amount was excessive or unfair. It stemmed from the judge’s view that the process for obtaining the original board and shareholder approval was “inadequate.” READ MORE

Vermont Becomes Latest State to Enact Pay Transparency Law

Vermont has joined the growing list of jurisdictions with pay transparency laws.

On June 4, 2024, Vermont Governor Phil Scott signed “An Act Relating to Disclosure of Compensation in Job Advertisements” (the “Act”). Pursuant to the Act, which will take effect on July 1, 2025, many employers will soon be required to ensure that any advertisement of a Vermont job opening includes a disclosure regarding the compensation, or range of compensation, available for the job opening. Proponents of the bill cite advancement of pay equity and reduction of gender and racial pay gaps as among the expected outcomes of implementation.  READ MORE

US executive pay rises at fastest rate in 14 years

US bosses’ pay is increasing at the fastest rate for at least 14 years, according to new figures that critics say illustrate how ballooning reward packages such as Elon Musk’s risk exacerbating social inequality.

So far in 2024, median chief executive pay at S&P 500 companies has risen by 12 per cent, according to ISS Corporate, part of proxy adviser Institutional Shareholder Services. That compares with a 4.1 per cent year-on-year increase in US wage growth, according to official figures. READ MORE

Musk’s X demands money from laid-off employees, claims they were overpaid

Elon Musk's X Corp. is reportedly demanding money from at least six Australians who were laid off, saying the company accidentally overpaid them. The Sydney Morning Herald reported today that "X is threatening to take some former Australian employees to court, demanding they return entitlements it claims were overpaid to them after it bungled the currency conversion from US to Australian dollars on the payments."

Emails sent this year by X's Asia Pacific human resources department to the laid-off employees said there was "a significant overpayment in error in January 2023." The alleged overpayments ranged from $1,500 to $70,000 for each employee. READ MORE

Tesla Chair Warns Elon Musk Might Quit Tesla If He Doesn't Get His Pay Package. Fans Say Fine, We're Fed Up With Him

In an impassioned letter registered with US regulators, Tesla's chair Robyn Denholm pleaded with shareholders to approve the reinstatement of CEO Elon Musk's astronomical $56 billion pay package, which was thrown out by a judge in January.

The topic is on the agenda at next week's annual shareholders meeting, where investors will vote on the matter. READ MORE

Strong US Payrolls and Wage Growth Push Back Bets for Fed Cuts

US job growth surged in May and wages accelerated, prompting traders to push back the expected timing of Federal Reserve interest-rate cuts.

Nonfarm payrolls advanced 272,000 last month, a Bureau of Labor Statistics report showed Friday, beating all projections in a Bloomberg survey of economists. Average hourly earnings climbed 0.4% from April and 4.1% from a year ago, both picking up from the prior report. READ MORE

Tesla’s Shareholders Should Get to Decide Musk’s Compensation

The Delaware Chancery Court’s decision in January to nullify Elon Musk’s $55 billion compensation package leaves the CEO of Tesla Inc. without any compensation for six years. Even knowing that, Tesla is allowing its stockholders to ratify Musk’s 2018 pay package at its annual meeting on June 13.

Seeking such ratification isn’t just permitted under established Delaware law—it’s a sensible path forward. Shareholders should have say in decisions affecting their investment, including executive compensation. READ MORE

The Case Against Elon Musk’s $46 Billion Pay Deal

If this column had a vote, which it doesn’t, it would cast it against Elon Musk’s gargantuan pay deal at Tesla’s coming annual general meeting.

Worth $46 billion at the latest share price, the chief executive’s contested 2018 packet is disproportionate in every way. It is almost 300 times as much as what America’s best-paid CEO for 2023 earned ($162 million). It is also more than twice the annual free cash flows Tesla has generated in its entire existence, including expectations for this year ($22.5 billion). And, crucially for shareholders, who would pay for it through the dilution of their holdings, it is about 8% of the company’s market value ($557 billion). READ MORE