executive compensation Articles


ISS Releases Proposed Policy Updates; Excludes Changes to US Executive Pay Issues

ISS just released its proposed 2017 policy updates, and while it appears that ISS has punted on a number of executive compensation issues in the United States, the firm is proposing a number of compensation changes in Europe and Canada. Read our summary of the policy updates and submit your comments to ISS by November 10.

Published: November 2016
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Results from ISS' Annual Policy Survey Show Support for Alternative Performance Metrics

ISS' 2016 Global Policy Survey asked questions on a range of issues, from executive and director pay to dual-class share structures for IPOs. In our new client alert, we examine all of the potential policy changes that could have the biggest impact on our clients in 2017 and beyond.

Published: October 2016
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2016 Say-on-Pay Review: Technology Companies Receive Steady Support From Shareholders Despite Lower Performance

As executive compensation planning season kicks off, and another proxy season looms, our consulting team decided to take a look back at this year’s Say-on-Pay results for technology companies, including insights on key lessons learned from companies facing high levels of shareholder opposition.

Published: September 2016
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2016 Say-on-Pay Review: Life Sciences Companies Receive Increased Shareholder Support Even as Volatility Climbs

The life sciences sector continues to face high levels of market volatility, which could impact next year’s Say-on-Pay results. With this in mind, our consulting team decided to take a look back at this year’s Say-on-Pay results for life sciences firms, including insights on key lessons learned by companies facing high levels of shareholder opposition.

Published: September 2016
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To Fuel Growth, Companies Make a Case for Using Inducement Grants More Often

At the high-growth companies we work with, the use of new-hire "inducement grants" is on the rise. Our latest white paper, co-authored with Cooley LLP, presents new research on how technology and life sciences companies can best leverage inducement grants to compete for increasingly scarce talent, and the effect this has on equity burn rates.

Published: September 2016
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CEOs Sign Voluntary Governance Principles, but Emphasize Flexibility in Executive Pay

A set of high-level compensation and governance principles were released last month by a select group of business leaders representing a handful of America’s largest companies and mutual funds. The principles highlight the importance of individualized and well-articulated compensation plans but also take a position on a number of issues.

Published: August 2016
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SEC Approves Nasdaq Rule Requiring Disclosure of "Golden Leash" Arrangements

The SEC recently approved a new Nasdaq rule, requiring disclosure of "Golden Leash" director compensation arrangements, which took effect August 1, 2016. Nasdaq's new rule requires disclosure of special payments to third party nominees to boards. It focuses largely on activist hedge fund nominees, and explicitly exempts most venture capital directors.

Published: August 2016
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How to Maintain a Relevant Peer Group in Fast-Moving Industries and Unstable Markets

Reviewing compensation peer groups is usually treated as a routine exercise. However, when your company or industry experiences significant changes or the stock market is highly volatile, a more rigorous review is prudent. Read our five tips for staying on top of your peer group game.

Published: June 2016
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How to Calculate Pay vs. Performance under the SEC's Proposed New Rules

It's been a year since the SEC proposed pay-vs-performance disclosure rules. While the rules haven't been finalized, it's not too early to think about model disclosure. Laying the groundwork will make implementation easier and can enhance the narrative around what the new figures mean. In our article, we explain what the proposed rules would require and pathways toward compliance.

Published: April 2016
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Will Today's Volatile Markets Bring Option Exchanges Back? What You Need to Know

Depending on what the markets do next, underwater stock option exchanges could be poised for a big comeback. Exchange programs are already quietly on the rise, but the governance landscape isn't as forgiving as it was in 2008 and 2009. Before taking action, it's important to take stock of where your company stands in a number of critical areas.

Published: March 2016
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Are Nordic Biotech Companies Under-Utilizing Equity in the Search for Top Executive Talent?

Biotechnology firms in the Nordic region of Europe grant significantly less equity to their employees and executives than peer companies in the rest of Europe and the United States. As Nordic-based firms seek to recruit more global talent, it's time to ask if their equity practices are competitive on the world stage.

Published: February 2016
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Director Pay Settlement Results in an Unprecedented "Director Say-on-Pay" Vote

Facebook recently settled a lawsuit on its director pay practices, and the terms of the settlement include an unprecedented agreement to hold regular director say-on-pay votes. Now we're all left to wonder if this will kick-off a new governance trend.

Published: February 2016
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Right-Sizing Stock Option Grants at High-Growth, High-Volatility Biotech Firms

Compensation professionals at high-growth, high-volatility biotech companies face difficult decisions when it comes to determining the size of employee stock option grants. For them, traditional share-based and value-based approaches don't always stand up to scrutiny. In this article we explore an alternative model based on annual ownership opportunity.

Published: January 2016
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Glass Lewis Opens Data Verification Program to Issuers on First-Come, First-Serve Basis

Glass Lewis has opened corporate enrollment for its free data verification program, which allows issuers to verify the data that the proxy firm uses to make its proxy voting recommendations. Participation is limited so early enrollment is encouraged.

Published: January 2016
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How Boards Can Guard Against Lawsuits Alleging Excessive Stock Awards

Shareholder lawsuits alleging that boards have awarded themselves too much equity got a boost this year from the Delaware court, which now says the business judgment rule may not apply. However, there are a number of steps directors can take to help protect themselves against a lawsuit.

Published: December 2015
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Navigating ISS' 2016 Compensation and Governance Policy Changes

ISS' updated 2016 policies have arrived. The proxy advisory firm made modifications to its equity plan scorecard system, limited the number of outside boards it recommends directors and CEOs can serve on, and implemented new governance recommendations for recently public companies.

Published: December 2015
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Glass Lewis Clarifies Its Approach to One-Off Equity Awards for Executive Officers

In recent years, off-cycle equity grants for executives have received increased scrutiny from proxy advisory firms. Glass Lewis' latest proxy voting policies finally provide issuers with much-needed guidance on how Glass Lewis intends to evaluate such awards going forward. This could have a big impact on upcoming say-on-pay votes.

Published: November 2015
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Glass Lewis Updates Its US Compensation & Governance Policies for the 2016 Proxy Season

On November 13, 2015, Glass Lewis released its 2016 proxy season policy updates for the US market. In this client alert, we summarize key compensation and governance updates, and provide commentary from experts across Aon Hewitt on potential challenges for issuers.

Published: November 2015
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What the SEC's Final CEO Pay Ratio Rules Mean for Companies

The SEC's final CEO pay ratio rule as adopted earlier this month has some key departures from the proposal, including a delayed implementation period and flexibility on calculating median employee pay.

Published: August 2015
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A Comparison of Executive Compensation Practices at Nordic and US Biotech Companies

The biotech industry is experiencing its own renaissance in the Nordic region, but differences in executive compensation practices compared to the US could present recruiting challenges. To attract biotech talent from abroad and comply with increasingly vocal investor activists, Nordic firms may want to consider making key changes to their equity plan design and pay mix.

Published: July 2015
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2015 Say-on-Pay Review for the Life Sciences Sector

In this report, Radford examines five years of say-on-pay voting results for the life sciences sector compared to the broad Russell 3000. We also review the influence of proxy advisors, industry performance and top governance concerns.

Published: July 2015
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2015 Say-on-Pay Review for the Technology Sector

In this report, Radford examines five years of say-on-pay voting results for the technology sector compared to the broad Russell 3000. We also review the influence of proxy advisors, industry performance and top governance concerns.

Published: July 2015
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The SEC Proposes Pay-versus-Performance Disclosure Rules. Now What?

The SEC has issued a long-awaited rules proposal on how companies should disclose the alignment between executive pay realized in a given year relative to total shareholder return. We expect the proposed rules to have special implications for our clients in the technology and life sciences sectors.

Published: May 2015
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Boards Face Pressure to Ban Accelerated Vesting, but Market Practices Tell a Different Story

The number of shareholder proposals calling for bans on the acceleration of equity after a change-in-control is on the rise. So, too, is shareholder support for these initiatives. Radford's recent survey of severance practices at technology and life sciences companies shows that equity acceleration is still the norm, but policies in this area are slowly evolving.

Published: March 2015
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ISS Releases Details of Scoring System Under New Equity Plan Scorecard Approach

This year, ISS is adding a number of factors to how it evaluates equity pay plan proposals beyond the cost of plan administration. Technology and life sciences companies, which often rely more heavily on equity for their overall pay mix at all levels of the organization, should be aware of how ISS's new scorecard approach could impact a favorable proxy vote.

Published: March 2015
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Getting Severance Right: An Overview of Current Policies and Practices at US Life Sciences Companies

Radford's 2014 Severance & Change-in-Control Practices Survey provides detailed information on how technology companies treat involuntary termination and change-in-control (CIC) scenarios on an organization-wide basis. At their core, severance programs did not change dramatically since our 2011 survey; however, we still observed several meaningful trends worth noting.

Published: February 2015
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Getting Severance Right: An Overview of Current Policies and Practices at US Technology Companies

Radford's 2014 Severance & Change-in-Control Practices Survey provides detailed information on how technology companies treat involuntary termination and change-in-control (CIC) scenarios on an organization-wide basis. At their core, severance programs did not change dramatically since our 2011 survey; however, we still observed several meaningful trends worth noting.

Published: February 2015
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Relative Total Shareholder Return (TSR) Plan Design Across the Atlantic

Performance-based equity plans with Relative TSR metrics arrived in Europe well before they showed up in the US. As plan design practices begin to mature in the US market, it's time to take a fresh look at what we can learn from the European experience.

Published: December 2014
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Time is Money: Exploring the Costs of Hiring a CFO in Preparation for an Initial Public Offering

For private technology and life sciences companies on the path to an IPO, does it matter when you hire a CFO? When it comes to their pay, the surprising answer is that it all depends on how you look at it. Read our latest article to find out why.

Published: November 2014
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Equity Strategy Across the Atlantic: Comparing and Contrasting Equity Practices at Big Pharma Companies in Europe and the United States

In this article, Radford's team in Europe conducts an in-depth, side-by-side comparison of big pharma equity practices in Europe and the US. The results reveal a few important similarities in equity strategy, and several striking differences, all of which point to new viewpoints on how best to attract and retain talent across the Atlantic with equity.

Published: October 2014
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