Resource Library Articles

Here's a quick summary of some highlights of the rule, focusing on changes from the proposed rule.

This article discusses what’s happening in the market, key principles to guide near-term decision-making in volatile markets, and possible actions.

Recognizing both the shrinking of leaders’ tenures and the shifting skill sets needed for future success, many boards are now making succession planning a continual process.

What does finalizing these last significant compensation-related portions of Dodd-Frank mean in light of the dramatic changes to the compensation and governance landscape experienced since the legislation was initially adopted?

How can committees continue to improve their impact on talent planning without “stepping on the toes” of management—recognizing that the administrative responsibility for talent matters is a management activity?

On August 25, 2022, the SEC adopted the final “Pay vs. Performance” rule, requiring companies to compare executive compensation to financial performance over a five-year period. The new rules will be effective for the 2023 proxy season and will require significant planning and preparation.

Vote results between the two indices have diverged due to a fractured governance landscape and differentiated expectations for “good” governance at large- and small-cap companies.

While there is building momentum to adopt ESG related incentive metrics, it is important to consider the company’s specific business and talent requirements before doing so.

Human capital management (HCM) disclosure is evolving rapidly, and the proxy is quickly becoming the most prominent area for boards to tell their HCM story.

Nearly 30 percent of companies in the S&P 500 used a diversity, equity, and inclusion (DE&I) metric in executive incentive design last year, and a quarter of these businesses did so for the first time, although metrics focus on representation only, easily achieved goals disconnect from long-term aspirations, and metric definitions are not stress tested.

With volatility and rising interest rates, will some performance-based equity awards be worth the greater cost?

Boards are now broadening their oversight to capitalize on the criticality of more diverse, equitable and inclusive organizations—and strong organizational culture.

When the market faces changes, many boards start considering adjustments to their long-term compensation programs - but sticking to the existing program generally creates more wealth for executives.