How Do We Define Executive Pay? & Delaware Supreme Court Upholds Board Compensation Decision | February 2013

  ATTENTION: For all U.S. public companies, make sure your Compensation Committee charters are updated to reflect the new exchange rules around independence of outside advisors. Getting with outside counsel plus updating your websites is advisable, with wording along the lines of: "The Committee has the power in its sole discretion to retain or obtain… Read more »


Small and Emerging Growth Companies Will Get First Taste of Say-on-Pay in 2013

In January of 2011, the SEC adopted the rules on which companies would be affected by say-on-frequency and say-on-pay votes under the Dodd-Frank Act.   The rules stated that public companies are required to conduct shareholder advisory votes to a) determine how often an issuer will conduct a shareholder advisory vote on executive compensation, and b) approve the compensation… Read more »


L&A Conducts Analysis of Utility Industry Compensation

Recently L&A conducted an analysis on the compensation of publicly traded utility companies. We reviewed the total direct compensation of the Chief Execuitve Officer's compensation for 65 public utility companies between 2000-2011.  Overall, there was an increase of the median total direct compensation by approximately 278% from 2000-2011, showing a steady increase from 2000 to… Read more »


Say on Pay Small Company Exemption Expires Jan. 21, 2013, & Pay ‘Em or Lose ‘Em Ain’t a Myth | January 2013

Happy 2013 to all! Welcome back, and we here at L&A hope your holidays were magnificent.  Unfortunately, executive pay does not take a "holiday." Rather, it sure seems it is constantly changing with new articles, thoughts, and regulations continually coming to the forefront. As such, this month's L-Blast has two articles of interest: – SEC's… Read more »


2012 Annual Incentive Payouts and Should You Pay Them In 2012 Before 2013 Possible Tax Increase

The year is coming to an end, performance is being reviewed, and bonus awards are being prepared for 2012 performance.  At the same time, the current administration is in a battle with Congress debating the extension of the Bush era tax rates, which has people worried about the possibility of losing out on some of… Read more »


Comparing CEO Compensation to the President and Why It Is Not a Good Practice

It seems that goofy comments are becoming more the norm than the exception.  An article which ran in the Washington Times this month titled "TVA's top executive gets 10 times Obama's pay"  gives the opinion that the CEO of the Tenessee Valley Authority, shouldn’t make more than the President.  The TVA (ticker: TVC) is a… Read more »


SEC Warns ISS Over “Proxy Rat” Tale, Why HR Still Isn’t a Strategic Partner, & Natural Gas Faces an Uphill Battle | October 2012

  SEC Warns ISS Over "Proxy Rat" Tale by Kaja Whitehouse of the New York Post Institutional Shareholder Services, the nation’s largest and most influential shareholder adviser, is facing a lawsuit by the Securities and Exchange Commission after an ex-employee admitted selling confidential voting data to corporate boards. In a regulatory filing yesterday, ISS’s parent company,… Read more »


NYSE Proposes Comp Committee Independence Standards, Private Firms Can Benefit From Having a Board of Directors, & Proxy Advisors and the Institutional Investor | September 2012

This month's L-Blast is somewhat eclectic in that it has topics for just about anyone and everyone. First, on the public side, we have BREAKING information from the NYSE on the independence of board members and their advisors. The SEC punted regulatory matters to the exchanges, leaving them in charge of how to define independence…. Read more »


Are Peer Group Comparisons Driving Rise in Comp?

A new study by Charles M. Elson and Craig K. Ferrere of the Weinberg Center for Corporate Governance at the University of Deleware concluds that peer group comparisons are the driving force behind the rise in CEO compensation.  This is a subject of many discussions in the field of executive compensation, and this study has… Read more »


Conscious Capitalism: Whole Foods Approach to Employee Comp

An interesting concept is being practiced at Whole Foods.  In a recent post of Yahoo's Daily Ticker, the company is said to practice a philosophy called "conscious capitalism."  The idea aligns the interests of the shareholder, the customer, and more importantly the employee.  And that is employees from top to bottom.  This philosphy helped build… Read more »