Most publicly-traded issuers are interested in ideas that could help increase the life expectancy of the share reserve under its stockholder-approved equity incentive plan. The purpose of this “Tip of the Week” is to discuss the use of “inducement grants”
C-Suite Compensation Center
The C-Suite Compensation Center, published by Hunton Andrews Kurth LLP, focuses on executive compensation strategies and related legal considerations. It covers topics such as compensation design for key employees and founders, tax efficiency, employment law implications, and the integration of diversity, equity, and inclusion (D&I) initiatives into executive pay structures. The blog also addresses regulatory and disclosure issues related to executive compensation, including SEC rules and proxy advisory firm regulations. It provides insights on aligning compensation with corporate governance, human capital management, and shareholder interests, particularly in publicly traded companies.
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Compensation Changes Due to Loss of EGC Status
Publicly-traded issuers losing (or about to lose) Emerging Growth Company (“EGC”) status will have to include a CD&A within their proxy statement. Since CD&A disclosure significantly drives compensation design, issuers losing EGC status will need to consider various business points that…
Tip of the Week: Pros and Cons of Making an 83(b) Election
If an employer grants one of its employees a restricted stock award, should that employee make an 83(b) election at the time the restricted stock award is granted? What is the upside to the employee if he or she makes an…
Possible Small Step Towards Proxy Advisory Firm Reform?
On September 13, 2018, the SEC withdrew two no-action letters issued in 2004 to two proxy advisory firms. Some folks (like me!) are hopeful that the withdrawal of these no-action letters is a first step (albeit a small step) towards…
HC&B Total Rewards Summit
Tomorrow I am speaking on “Trends in Designing Performance-Based Equity Awards” at the HC&B Total Rewards Summit in Houston, Texas. Discussion points include: (i) applicable forms of equity incentives conducive to performance-based awards, (ii) the more common performance metrics used…
Tip of the Week: Addressing Negative Returns in a Relative Total Shareholder Return Program
Though relative Total Shareholder Return (“TSR”) programs offer no direct line of sight for the executive to chase the business goal, such programs continue to remain the most common metric within an issuer’s performance-based equity program. In designing these programs, a common question is…
Different Grandfather Analysis Applies to PFOs under Section 162(m) and Notice 2018-68
We previously posted on grandfather treatment under the Tax Cuts and Jobs Act (the “Act”), as clarified by Notice 2018-68. This post is an extension of our prior post and is intended to highlight that an issuer’s PFO is subject to a…
Tip of the Week: Determining the Grant Date of Equity Awards
Determining the “date of grant” of an equity award is important if the issuer desires accurate accounting charges and compliance with applicable tax laws. Though such determination is typically straight forward, there are three common situations where identifying the date of grant…
Planning for an IPO: Compensation Considerations
Privately-held companies anticipating an IPO have a unique “one-time” opportunity to design their compensatory programs in a way that creates flexibility after the company becomes publicly-traded. Please join us on September 13, 2018, at 10:00 CT where we will discuss various…
Tip of the Week: Select Design Thoughts in Change-in-Control Pay
The purpose of this post is to discuss select design considerations when structuring change-in-control bonus arrangements for key employees.…