Sentences with phrase «board executive compensation»
She advises corporate, financial and individual clients and compensation committees on compensation disclosure issues, corporate governance and board executive compensation oversight, the implementation of management equity programs, the negotiation of executive employment arrangements, and the securities and tax implications of such arrangements.
https://www.davispolk.com/ Not exact matches
Ford's board may have decided to leave out the cash base pay (which, prorated, would've been a little over $ 1 million) because unlike stock, a direct cash payment could make for poorer optics, said Alan Johnson of the executive compensation consulting firm Johnson Associates.
Judge slams deception by Hardie board Ten former directors and executives of building materials group James Hardie have been found to have breached their duties by making misleading statements about the firm's ability to pay asbestos compensation, in a decision that has wide - ranging implications for company boards.
Executive compensation continues to be one of the hardest problems faced by corporate boards, as well as an absolutely key ethical obligation.
In a passage about the rising salaries of CEOs, Fisman and Sullivan suggest that one reason board members reward chief executives so lucratively is to avoid unpleasant interactions at meetings or the country club if their compensation is too low.
With regard to setting executive compensation, boards may need not just detailed information about performance, but also information about industry benchmarks as well as information about what a given CEO's other employment options are.
In his 2005 decision in the Disney shareholder case, Chancellor Chandler served up a stern warning to boards of directors according to a report by Reuters: «If neither the courts nor the markets are able to restrain executive compensation... the result will be imposition of regulatory controls.
FORTUNE — Over the past three years, Alexis Herman, a Coca - Cola director and a member of the drink company's executive compensation committee, has received $ 2.9 million for her board work.
The advisory firm says Cation has put forward a «reasonably compelling case» for board change to allow better capital allocation decisions, enhance profitability and ensure appropriate alignment of executive compensation.
So boards of directors do have some public obligations related to how they choose to compensate executives (even if, as I've argued before, outsized compensation isn't automatically unfair).
Exxon board member Bill George led a National Association of Corporate Directors Blue Ribbon Commission on «Executive Compensation and the Role of the Compensation Committee,» which included recommendations such as not offering contracts to executives (giving the board more flexibility in how it deals with the CEO's pay and tenure), which is reflected in the pay practices at ExxonMobil.
Representatives said they would not give more details about the wording or say if it reflected a decision by Viacom's board of directors, which has been under fire for lax oversight of executive compensation.
The Compensation Committee reviews and approves the compensation arrangements for Apple's executive officers, including the CEO, administers Apple's equity compensation plans, and reviews the Board's cCompensation Committee reviews and approves the compensation arrangements for Apple's executive officers, including the CEO, administers Apple's equity compensation plans, and reviews the Board's ccompensation arrangements for Apple's executive officers, including the CEO, administers Apple's equity compensation plans, and reviews the Board's ccompensation plans, and reviews the Board's compensationcompensation.
RESOLVED: Shareholders request the Board Compensation Committee prepare a report assessing the feasibility of integrating sustainability metrics, including metrics regarding diversity among senior executives, into the performance measures of the CEO under the Company's compensation inceCompensation Committee prepare a report assessing the feasibility of integrating sustainability metrics, including metrics regarding diversity among senior executives, into the performance measures of the CEO under the Company's compensation incecompensation incentive plans.
Our Board of Directors has established an Audit Committee, a Compensation Committee, and an Executive Committee.
In the future, our Compensation Committee and board of directors may consider awarding such additional or alternative forms of awards to our executive officers, although no decision to use such other forms of award has yet been made.
Our Board and Compensation Committee are best positioned to determine the appropriate factors to evaluate executive cCompensation Committee are best positioned to determine the appropriate factors to evaluate executive compensationcompensation.
The Compensation Committee and the independent members of the Board also evaluated the cost to us of these arrangements and the potential payout levels to each affected executive under various scenarios.
The Compensation Committee of the Board of Directors determines the compensation for our executiCompensation Committee of the Board of Directors determines the compensation for our executicompensation for our executive officers.
Independent directors comprise 85 % of the Board and 100 % of the Audit, Directors and Corporate Governance and Executive Compensation and Management Resources Committees.
Given our greater emphasis on providing option grants as the key component of our executive compensation, our board of directors did not adjust the target bonus amounts for our executive officers in 2010 from prior years.
Through his executive experience and board service Mr. Burns has acquired both experience and training in corporate governance, executive compensation, and finance.
Additionally, adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors in connection with the payment of bonuses to our executive officers.
In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of grant.
Through his executive experience and board memberships, Mr. Bell has acquired training and experience in corporate governance and executive compensation.
After reviewing the revised peer group director compensation data in June 2009, the committee 1) set pay for the new non-executive Chairman of the Board, 2) increased the value of the annual equity award from $ 145,000 to $ 175,000, since the previous level of compensation was deemed below the market median, and 3) changed the equity grant vehicle from 100 % restricted stock units (RSUs) to 50 % RSUs and 50 % outperformance stock units (OSUs) in order to more closely align with the equity package that Intel executives receive.
For purposes of the table in «Executive Compensation — Summary Compensation Table» below, we are required to report pursuant to applicable SEC rules any stock option grants to Mr. Musk at values determined as of their respective grant dates and which are driven by certain assumptions prescribed by Financial Accounting Board Accounting Standards Codification Topic 718, «Compensation — Stock Compensation» («ASC Topic 718»).
During 2015, none of our executive officers served on the compensation committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee executive officers served on the compensation committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committcompensation committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee or Bboard of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee executive officer served on our Executive Compensation and Management Resources Committee Executive Compensation and Management Resources CommittCompensation and Management Resources Committee or BoardBoard.
If you vote by proxy card or voting instruction card and sign the card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of HP's nominees to the Board, FOR ratification of the appointment of HP's independent registered public accounting firm, FOR the approval of the compensation of HP's named executive officers, FOR the approval of an annual advisory vote on executive compensation, FOR the Hewlett - Packard Company 2011 Employee Stock Purchase Plan and FOR the approval of an amendment to the Hewlett - Packard Company 2005 Pay - for - Results Plan to extend the term of the plan).
For example, we will not be required to comply with the requirements that a majority of the board of directors of our general partner consist of independent directors and that we have independent director oversight of executive officer compensation and director nominations.
monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its charter.
More than 50 resolutions focus on board oversight, sustainability reporting and linking ESG issues to executive compensation.
Awards under the Bonus Plan may be granted only to executive officers of the Company who are selected to participate in the Bonus Plan by the compensation committee of the Company's Board of Directors (the «Committee»).
Shares that are properly voted by the Internet or telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board's recommendations as follows: «FOR» the election of each of the nominees to the Board named herein; «FOR» the ratification of the appointment of our independent auditors; «FOR» approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; and «AGAINST» the shareholder proposal.
The Board has also determined to include an advisory vote on executive compensation at each annual shareholders» meeting until the next required vote on the frequency of shareholder votes on executive compensation because the Board believes it is important to receive feedback from shareholders on this important issue annually.
Hence the notion that a board's principal role is (or should be) monitoring management, and that boards should design executive compensation to align management's interests with those of shareholders.
He is also the author of several IGOPP policy papers, which offer new perspectives on a range of controversial issues including: Dual - class voting shares, Corporate Citizenship, The place of women on boards of directors, Say - on - Pay by shareholders, The Gordian knot of executive compensation, The Troubling Case of Proxy Advisors, among others.
The purpose of the Compensation Committee (the «Committee») of the Board of Directors (the «Board») of SkyWest, Inc. (the «Company») is to oversee the administration of the Company's compensation programs and prepare any report on executive compensation required by the rules and regulations of the U.S. Securities and Exchange Commission (the «Compensation Committee (the «Committee») of the Board of Directors (the «Board») of SkyWest, Inc. (the «Company») is to oversee the administration of the Company's compensation programs and prepare any report on executive compensation required by the rules and regulations of the U.S. Securities and Exchange Commission (the «compensation programs and prepare any report on executive compensation required by the rules and regulations of the U.S. Securities and Exchange Commission (the «compensation required by the rules and regulations of the U.S. Securities and Exchange Commission (the «SEC»).
The board and the talent and compensation committee, based on recommendations of the Ad Hoc Committee, have determined that the deficient control environment, among other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior management.
Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board's recommendations as follows: «FOR» the election of each of the nominees to the Board named herein; «FOR» the ratification of the appointment of our independent auditors; «FOR» approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; and «AGAINST» each of the shareholder proposals.
The Value Alliance and Corporate Governance Alliance provides advisory services focused on value and governance, providing board evaluation, strategic insight and analysis, enterprise risk management, and executive compensation services focused on adding sustainable value for all shareholders and stakeholders.
The Compensation Committee is responsible primarily for reviewing the compensation arrangements for the Company's executive officers, including the CEO, administering the Company's equity compensation plans, and reviewing the Board's cCompensation Committee is responsible primarily for reviewing the compensation arrangements for the Company's executive officers, including the CEO, administering the Company's equity compensation plans, and reviewing the Board's ccompensation arrangements for the Company's executive officers, including the CEO, administering the Company's equity compensation plans, and reviewing the Board's ccompensation plans, and reviewing the Board's compensationcompensation.
Historically, our board of directors has reviewed anonymous private company compensation surveys in setting the compensation of our named executive officers.
The Chairman of the Board, President and Chief Executive Officer, who attends most meetings of the Compensation Committee by invitation of the Committee's chairman, assists the Committee in determining the compensation of all other executive officers by, among otheExecutive Officer, who attends most meetings of the Compensation Committee by invitation of the Committee's chairman, assists the Committee in determining the compensation of all other executive officers by, among oCompensation Committee by invitation of the Committee's chairman, assists the Committee in determining the compensation of all other executive officers by, among ocompensation of all other executive officers by, among otheexecutive officers by, among other things:
that the compensation of our executive officers be determined, or recommended to the board of directors for determination, by majority vote of the independent directors or by a compensation committee comprised solely of independent directors; and
«RESOLVED: The stockholders of FedEx Corporation (the «Company») urge the compensation committee of the board of directors to adopt a policy that the Company will not pay the personal taxes owned on restricted stock awards on behalf of named executive officers.
Among other things, the compensation committee will review, and will make recommendations to the board of directors regarding, the compensation and benefits of our executive officers.
Our Board of Directors is responsible for the compensation of our executive management.
The Enterprise Compensation Committee discharges the board of directors» responsibilities relating to the compensation of our executives and directors; reviews and discusses with management the Compensation Discussion and Analysis and performs other reviews and analyses and makes additional disclosures as required of compensation committees by the rules of the SEC or applicable exchange listing requirements; provides general oversight of our compensation structure, including our equity compensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms of the Enterprise Compensation Committee's independent compensation consultants and other independent compensatCompensation Committee discharges the board of directors» responsibilities relating to the compensation of our executives and directors; reviews and discusses with management the Compensation Discussion and Analysis and performs other reviews and analyses and makes additional disclosures as required of compensation committees by the rules of the SEC or applicable exchange listing requirements; provides general oversight of our compensation structure, including our equity compensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms of the Enterprise Compensation Committee's independent compensation consultants and other independent compensatcompensation of our executives and directors; reviews and discusses with management the Compensation Discussion and Analysis and performs other reviews and analyses and makes additional disclosures as required of compensation committees by the rules of the SEC or applicable exchange listing requirements; provides general oversight of our compensation structure, including our equity compensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms of the Enterprise Compensation Committee's independent compensation consultants and other independent compensatCompensation Discussion and Analysis and performs other reviews and analyses and makes additional disclosures as required of compensation committees by the rules of the SEC or applicable exchange listing requirements; provides general oversight of our compensation structure, including our equity compensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms of the Enterprise Compensation Committee's independent compensation consultants and other independent compensatcompensation committees by the rules of the SEC or applicable exchange listing requirements; provides general oversight of our compensation structure, including our equity compensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms of the Enterprise Compensation Committee's independent compensation consultants and other independent compensatcompensation structure, including our equity compensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms of the Enterprise Compensation Committee's independent compensation consultants and other independent compensatcompensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms of the Enterprise Compensation Committee's independent compensation consultants and other independent compensatCompensation Committee's independent compensation consultants and other independent compensatcompensation consultants and other independent compensationcompensation experts.
They are responsible for designing, approving and recommending to the Board of Directors the executive compensation plans for companies.