Employment agreements between publicly-traded issuers and their executive officers often contain severance pay provisions that are heavily negotiated at the time of entering into the agreements. The purpose of this post is to consider whether the amount of contractually-provided severance
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Upcoming Proxy Season: Compensatory Thoughts from ISS
As we head into a new proxy season, we would like to invite you to attend our annual FREE webinar entitled “Upcoming Proxy Season: Compensatory Thoughts from ISS,” which will be held on Thursday, January 17, 2019 from 10:00 am to
Reminder that Compensatory Equity Awards can Trigger HSR Requirements
The recent settlement by James Dolan, CEO of Madison Square Garden Co. (MSG) serves as a reminder that the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”) can apply to compensatory equity awards. To avoid violations, a publicly-traded
How to Negotiate Executive Employment Contracts
If you interested in learning (or refreshing your skills on) how to negotiate executive employment contracts, then please tune in to our FREE 1-hour webinar on December 13, 2018, from 10:00 a.m. to 11:00 a.m. Central. This webinar is entitled “How
ISOs: No Item of Adjustment for AMT Purposes if Exercise and Sell within Same Calendar Year
Did you exercise (or are planning to exercise) an incentive stock option (“ISO”) during calendar year 2018? Do you intend to sell the underlying stock within the 12-month period from the date you exercised the ISO? If you answered yes
Compensation Governance: Is Ghost Revenue Real?
Keeping with this evening’s Halloween spirit, members of Board of Directors and Compensation Committees should be aware of an allegation that is currently floating within the ominous fog – that some executives of publicly-traded issuers are trick-or-treating with “ghost revenue.”
Tip of the Week: Could a Stock-Price Forfeiture Provision Eliminate the Existence of Substantially Underwater Stock Options
It is difficult for publicly-traded issuers to solve the problems associated with outstanding stock options that are “underwater” (i.e., underwater because the exercise price of the stock option is greater than the fair market value of the underlying shares). None
ISS Issues Draft 2019 Voting Policy Updates
Just a quick note that late last week ISS made available for public comment nine discreet voting policies for potential application in 2019. Only one of the draft voting policies addresses compensation, and it addresses the Financial Performance Assessment Methodology
Executive Compensation Webinar Schedule for Remaining 2018 and Calendar Year 2019
The purpose of this post is to quickly highlight that we have published our Executive Compensation Webinar Schedule for all of 2019. As background, I have been providing this monthly webinar series since 2010 (it is a constant that I
Tip of the Week: 4 Ideas to Ease Tax Obligations When Equity Awards Vest During a Blackout Period
All publicly-traded issuers have (or should have) a blackout policy that prohibits a designated individual from engaging in open-market transactions whenever such individual possesses material non-public information. But what if the issuer is always (or near always) in a blackout period? How does the issuer satisfy