Executive Pay
1. Proxy Disclosure
- Golden Parachute Disclosures: Hot Takes
- How to Prepare the “Equity Compensation Plan Table”
- Pay Ratio (& Pay Equity) Issues to Consider Now
- How to Prepare the “Stock Performance Graph”
- How to Handle the “Outstanding Equity Awards at Fiscal Year-End” Table
- How to Handle the “Grants of Plan-Based Awards” Table
- How to Handle “Change-of-Control” Pay Disclosure
- How to Handle the “Director Compensation Table”
- How to Handle “Hedging Policy” Disclosure for the Proxy
- How to Handle “Compensation-Related Risk” Disclosure for the Proxy
- How to File Form 8-Ks for Incomplete Summary Compensation Tables
- 9 Hot Tips for Your “Summary Compensation Table”
- How to Prepare the “Summary Compensation Table” for the Proxy
- How to Draft “CD&A” Disclosure for Your Proxy
- 5 Solicitation Strategies for Say-on-Pay
- How to Handle “Pay Ratio”
- How to Handle “Say-on-Pay”
- Proxy Design: CD&A Summaries
- The Latest Executive Pay Disclosure Trends
- Proxy Design: CEO/NEO Pay Mix
- Proxy Design: Executive Pay’s “What We Do/What We Don’t Do”
- Proxy Design: Peer Groups
- Proxy Design: LTIPs
- 4 Reasons Why You Don’t Want to Be Deemed an “Executive Officer”
- How to Determine Your “Named Executive Officers” (“NEOs”)
- How to Draft “Compensation Committee Disclosure” for the Proxy
- How to Draft “Compensation Consultant Disclosure” for the Proxy
2. Perks
- Parsing the SEC’s “Perks” Investigations
- Is an executive’s personal use of the company plane a perk?
- Is it a perk if I replace perks with an increased salary?
- Is it a perk if an executive fully – or partially – reimburses the company for a perk?
- Is a company-owned car a perk?
- Is a corporate-owned apartment a perk?
- Is personal security a perk?
- Are benefits associated with an overseas assignment a perk?
- Are relocation expenses a perk?
- Are club memberships a perk?
- Is it a perk if a company pays for an executive’s legal fees?
- Is it a perk if a company pays for an executive’s insurance premiums?
- Is it a perk if an executive takes a client to the ballgame?
- Is a conference boondoggle a perk?
- Is an executive receiving a gift from a customer a perk?
- Is an executive receiving a demo product from their own company a perk?
- Is an executive bringing their spouse or partner to a business dinner a perk?
- Is setting up a home office for an executive a perk?
- Is administrative help for directors a perk?
- Is financial & tax planning for executives a perk?
- Are tax gross-ups a “perk”?
- Is reserved parking for an executive a “perk”?
- What’s Wrong With Perks?
- Which “Perks” Need to Be Disclosed Under the SEC’s Rules?
- How Do I Find What Perks a Company Gives to Its Officers? 10 Things to Know
- The Nagging In-House Lawyer’s Journey of Tracking Your Executive’s Perks
3. Form 8-Ks
- How to File Form 8-Ks for Compensatory Arrangements
- How to File Form 8-Ks for Incomplete Summary Compensation Tables
- How to File Form 8-Ks for Missed or Moved Annual Meetings
- How to File Form 8-Ks for Voting Results for the Annual Meeting
- How to File “Voluntary” Form 8-Ks (for Reg FD or Other Purposes)
- How to File Form 8-Ks for Departing Officers
- What’s the Difference Between “Restatements” & “Revisions” (“Big Rs” vs. “Little Rs”)?
- How to File Form 8-Ks for Auditor Changes
- How to File Form 8-Ks for Code of Ethics Amendments or Waivers
- How to File Form 8-Ks for Departing Directors
- How to File Form 8-Ks for New Directors
- How to File Form 8-Ks for Charter & Bylaw Changes
- How to Respond to Market Rumors
- The Hard Truth about Disclosure Committees
- How to Correct Form 8-K Mistakes
- How to File Form 8-Ks for Restructurings & Layoffs
- How to File Form 8-Ks for Bankruptcy or Receivership
- How to File Form 8-Ks for Private Placements
- How to File Form 8-Ks for Private Debt or Off-Balance Sheet Arrangements
- How to File Form 8-Ks for Delistings & Non-Compliance Notices from the Stock Exchanges
- How to File Form 8-Ks for Material Impairments of Assets
- How to File Form 8-Ks for Unreliable Financials
- How to File Form 8-Ks for Regulation BTR “Blackout Periods”
- How to File Form 8-Ks for Terminated Material Agreements
- When Do You File a “Material Contract” With the SEC?
- How to File Form 8-Ks for New or Amended Material Definitive Contracts
- How to File Form 8-Ks for New Senior Officers
- How to File Form 8-Ks for Earnings Releases
5. Design Issues
- Three Things You Should Know About “equityabacus” & Stock Ownership Guidelines
- Why does the board have to approve stock awards before I get my stock options & RSUs?
- Avoid Granting Options & RSUs During Blackout Periods
- ESG & Incentive Pay
- 5 Tricky Things About Working With Compensation Committees
- 5 Mistakes Made With Stock Ownership Guidelines
7. Form S-8
- Parsing the Form S-8 / Rule 701 Proposals
- How Do You Register Securities for Multiple Plans on a Single Form S-8?
- How to File a “SLAP” With the NYSE for a New Form S-8
- How to Add New Shares to a Form S-8
- How to Draft the “Form S-8”
- The Definitive Guide to Form S-8
- What Securities & Offers Must Be Registered on Form S-8?
- “Share Counting” to Keep Track of Securities Registered on a Form S-8