Resource

As companies approach the upcoming proxy season, Say on Pay (SOP) once again becomes top of mind for Compensation Committees and corporate management. Over the past 4 years since SOP proposals became mandatory under Dodd-Frank, shareholders have continued to show overwhelming support for executive pay packages despite continued criticism by media and other outlets.

Do companies set appropriately challenging goals in their incentive plans? How does a compensation committee determine whether management is recommending challenging goals? How important are earnings guidance and analyst expectations in goal setting?

At a recent Chief Human Resources Officer (CHRO) conference, two private equity firms' operating partners observed that executive compensation programs in each and every company in which they invested had to be completely overhauled. "Of course," quipped one CHRO, "all you need to do is grant large, upfront stock options as a one-time long-term incentive, and you don't worry about pay after that."

Virtually all large U.S. companies provide long-­‚Äêterm incentives (LTIs) through equity-­based awards, which provide economic alignment with the

Publicly traded companies are required by the SEC and the stock exchanges to obtain shareholder approval when such companies seek to implement a new long-term equity plan or increase the share reserve pursuant to such plans.

On June 30, 2014, the SEC issued a Staff Legal Bulletin (referred to as "SLB 20") which provides guidance regarding the responsibilities of investment advisers and proxy advisory firms with respect to the voting of corporate proxies.

In the three years that U.S. public companies have held non-binding Say on Pay (SOP) votes under the Dodd Frank Act, compensation committees, compensation advisors, and financial regulators have seen the clout of Institutional Shareholder Services (ISS) increase dramatically in the executive compensation arena.

For the past several years, executive compensation policies and practices have been under intense scrutiny by lawmakers, the media and governance experts.

Given that the IPO market has heated up in the last few years – 2013 brought us 222 IPO pricings in the U.S., up almost 80% from 2012(1) – we thought it worthwhile to look at pre-IPO equity practices and the implications for companies after the initial offering.