Resource

Viewpoints
Proxy Advisors - SOP

ISS Policy Change - S&P 500 Companies No Longer Receive Preliminary Drafts of Proxy Advisory Reports During 2021 Proxy Season

In July 2020, the Securities and Exchange Commission (SEC) adopted new rules regarding the solicitation and delivery of proxy voting advice by the proxy voting advice businesses. These new rules, which are extensive and far reaching, will become effective during the 2022 proxy season.

Viewpoints
COVID 19 Trends

Evolving Executive Compensation Responses to the Global Pandemic

Pay Governance has written a significant number of Viewpoints detailing the impact of the global pandemic on existing executive compensation programs as well as the issues to be considered by management teams and compensation committees as they navigate these unprecedented times.

Viewpoints
SEC and Other Regulatory

The SEC Adopts Rule Amendments Affecting Human Capital Disclosures

Viewpoints
COVID 19 Incentive Plan Design

Considering Resilience When Assessing FY2020 Incentive Plan Performance

Viewpoints
ESG - Diversity Incentive Plan Design

The Stakeholder Model and ESG

In August 2019, the Business Roundtable (BRT) released its new stakeholder model of the revised purpose of the corporation, stating explicitly that businesses exist to serve multiple stakeholders " including customers, employees, communities, the environment, and suppliers " in addition to shareholders.

Viewpoints
COVID 19 Trends

Evolving Compensation Responses to the Global Pandemic - Severely Harmed Companies

In this Viewpoint, we focus on companies that have faced severe impairments due to the pandemic and are grappling with highly volatile stock prices resulting in substantial incentive plan design challenges. This continues our series of pay actions taken or considered among companies impacted by the pandemic.

Viewpoints
Clawbacks Proxy Advisors - SOP SEC and Other Regulatory

Recent SEC Actions - Clawbacks and Proxy Advisory Firm Regulations

At the end of June 2020, the Securities and Exchange Commission (SEC) released its Spring Regulatory Flexibility Agenda that provided information regarding the new regulations it would be addressing in the coming year. In this release, the SEC indicated that two important executive compensation issues were included in its agenda: the proposed rules to implement the clawback provisions of the Dodd-Frank legislation and the proposed amendments to exemptions from proxy solicitation rules applicable to proxy voting advice businesses.

Viewpoints
Incentive Plan Design

Establishing Meaningful and Rigorous Financial Goals

In developing annual incentive plans, the review and approval of meaningful financial performance targets can be a challenging task for the Board of Directors' compensation committee.

Viewpoints
SEC and Other Regulatory

Proposed Sweeping Changes to the Taxation of Executive Compensation

Viewpoints
Biotech, Life Sciences COVID 19

Impact of COVID-19 on Pre- and Early-Commercial Biopharmas

While the impact of the COVID-19 pandemic has varied across industries, most companies have had their performance impacted in one way or another. With respect to compensation programs, the fundamental balance of maintaining employee motivation and engagement while dealing with the fallout, economic disruption, and " in some cases " newfound cash and liquidity concerns are universal. The response, however, may differ significantly by company and across industries.