Agenda – SEC’s Clawback Rule Could Change Compensation Structures

After years of anticipation from corporations, institutional investors and better-business advocates, the Securities & Exchange Commission adopted its final clawback rule this week requiring companies to recover erroneously awarded incentive-based compensation after making a financial restatement. The new rule will force companies to craft policies aligned with the SEC’s standards — and that also goes…

You Won’t Believe How Crazy CEO Pay Has Gotten Now | The New Republic

CEO pay no longer rises with the stock market; it rises well in excess of the stock market—more than one-third faster, according to a new report by Economic Policy Institute (EPI) research director Josh Bivens and research assistant Jori Kandra. It’s still true that a typical pay package for the CEO of a major corporation outperforms whatever company the CEO happens…

SEC Commissioner Caroline Crenshaw: Late Summer Sunshine: Statement on the Adoption of Pay Versus Performance

Today the Commission adopted a rule that provides investors with information about how corporate executives are paid. That is, quite simply, it. This rule does not regulate the way companies incentivize their executives, but rather the disclosures that companies are required to make about such compensation. More specifically, Pay Versus Performance disclosures give investors insight…

AMC Holders Rejection of CEO Adam Aron’s $19 Million Pay – Bloomberg

AMC Entertainment Holdings Inc. shareholders rejected the company’s proposed executive pay plan at its annual meeting Thursday, a rare rebuke of a management team that collected tens of millions of dollars last year.The vote was advisory, meaning the company isn’t obligated to change its executive remuneration plans. … Two of the most prominent proxy advisers,…

Investors Expect ESG Metrics in Executive Compensation: IR Magazine Survey

IR Magazine has a new survey showing strong investor interest in executive compensation as an indicator of investment risk and return and in ESG metrics in incentive pay. Just under seven in 10 investors consider executive compensation as part of their investment thesis.  Alignment of interests between management and shareholders is the key benefit investors…

Intel CEO salary: Shareholders vote against executive pay program | Fortune

Around 1.78 billion votes, making up around 54.2% of shareholders of the chip-manufacturing giant, were cast against the executive compensation, while 932 million votes were made in favor. Around 577 million votes abstained or were broker nonvotes. The vote is advisory and won’t take immediate effect, but it indicates that a growing number of stockholders…

CEO Pay Packages Rose to $14.7 Million in 2021, a New High – WSJ

The median pay package for chief executives of the biggest U.S. companies reached $14.7 million in 2021, setting a sixth-straight annual record as strong profits and robust markets boosted performance measures. Total compensation rose by at least 12% for most of the executives, and most companies recorded annual shareholder returns of nearly 30%, according to…

How Comp Committees Stack the Deck for CEO Bonuses — Bloomberg Law

Michael Rapoport and Nicola M. White write about the tricks, dodges, and obfuscation compensation committees use to hike CEO bonuses unrelated to performance. VEA Vice Chair Nell Minow is quoted: “There are so many ways to game the system,” said Nell Minow, vice chair of ValueEdge Advisors, a corporate-governance consulting firm. “It’s absolutely atrocious.” Discovery…

Fossil Fuel CEOs Grab Huge Pay While Consumers Suffer

Fossil fuel CEOs are not just taking advantage of the Russian invasion of Ukraine to beg for more leases, they’re jacking up prices and their own pay. For the record, these profits have nothing to do with any vision, leadership, or strategy and it is a complete failure of oversight by their boards. From Accountable.us:…

Proxy adviser ISS urges vote against $247mn pay for Discovery chief | Financial Times

Institutional Shareholder Services, a proxy adviser, has criticised a $247mn pay package for Discovery chief executive David Zaslav, setting up a showdown with investors as the media company is finalising its acquisition of WarnerMedia. Citing “significant concerns” with “excessive” stock options given to Zaslav, ISS recommended Discovery shareholders withhold voting for the three company board…