2019 ISS Benchmarking Policy Survey – Key Findings

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L&A REPORTS KEY FINDINGS IN ISS 2019 SURVEY On Sept. 11, 2019, Institutional Shareholder Services Inc. (ISS) announced the results of its 2019 Global Policy Survey based on respondents including investors, public company executives and company advisors. ISS will use these results to inform its policies for shareholder meetings occurring on or after February 1, 2020. ISS expects to release...

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L&A Original Article: Running Effective Board and Committee Meetings

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L&A attends over 100 board and committee meetings annually. Each meeting is unique; however, there is a key factor that makes a meeting and its discussions fruitful: PREPARATION. Benjamin Franklin once said “failing to prepare is preparing to fail.” L&A agrees with this adage, as an effective meeting can leave your team focused and energized. In fact, a single good...

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L&A Original Article: Process for Pay in “BK” (Bankruptcy)

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FINANCIAL RESTRUCTURINGS, WHILE NOT AN ENJOYABLE PROCESS, ARE SOMETIMES A NECESSARY STEP TO ENSURE FUTURE FINANCIAL SUCCESS. In order to achieve a successful restructuring, companies need to deploy the right compensation strategies in this volatile environment that will retain and motivate key talent to see the process through. In this article, we review the tools available to companies going through...

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L&A Original Article: A Proxy Statement is Not a Bank Statement

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If you do an internet search for “CEO pay”, you get 807 million hits, and most of those are “hits” on CEO pay. Some are warranted, and many are not.   Nowhere is this truer than CEO pay in the energy business in 2019.  Many investors rotated out of public energy investments over the past several years, in spite of...

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L&A Original Article: Executive Compensation Best Practices for 2020 Series 1 – Public Companies

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Companies often ask us, “What are we not doing that we should think about as it relates to executive compensation?” We recognize the executive compensation environment is continually heating up with pressure from just about every angle, and as a result, the answers to this question periodically change. As such, we have compiled a few thoughts applicable for the current...

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L&A Original Article: Compensation Resolutions for the New Year

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While many businesses have a solid business plan in place, they often neglect implementing a compensation strategy. Without proper planning, it’s easy to offer too much or too little money to compete for talent and with the labor market at 3.9% unemployment (December 2018); it is critical to get compensation right to attract and retain the best. More troublesome is that some...

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L&A ORIGINAL ARTICLE: Pay-for-Performance – Not Just a Public Company Phrase

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Everyone talks about it, but no one seems to know how to perfectly achieve it…pay-for-performance. We see it everywhere, on the sports fields and in the boardroom, everyone wants to correlate pay with performance. This desire has led to the continual search for the newest and best methods to achieve perfect correlation, yet still, none have found it. Likely because...

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L&A Original Article: Compensation Risk Assessment- Supporting Your Claims & Avoiding Exposure

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In July 2010 Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act; primarily, as a response to the financial crisis of 2007-2009. A key provision under Dodd-Frank requires public company directors to determine if the company’s compensation and governance programs incentivize or exacerbate company risk. Additionally, this rule requires companies to provide commentary within their proxy statement or...

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L&A Original Article: Timing Long-Term Incentives

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Introduction We are now in the 8th year of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Among other things, the implementation of Dodd-Frank meant the majority of public issuers had to learn to navigate the waters of shareholder advisory votes on executive compensation, better known as “Say on Pay”. Every year, management teams, boards of directors, outside...

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