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.
Pressure is mounting on
boards to take a firmer grasp
of everything from strategy to
compensation.
Executive
compensation continues to be one
of the hardest problems faced by corporate
boards, as well as an absolutely key ethical obligation.
The reason: The biggest investors, like mutual funds and pension funds that held more than half
of all outstanding shares, showed no interest in quibbling with
boards»
compensation committees.
So the HP
board used its own «pay for performance philosophy» to justify annual
compensation of over $ 15 million for Whitman for 2012.
After witnessing a 95 % decline in the pharmaceutical company's share price amid a series
of scandals, Valeant's
board, led by former shareholder and hedge fund manager Bill Ackman, smartly tied Papa's
compensation to a recovery in the stock price.
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.
A CEO may subtly co-opt and manage a
compensation committee so it is composed
of «friendlies,» who are sympathetic to the CEO, and resist full
board involvement.
Critics complain «say on pay» votes are ineffectual because
boards aren't bound to the results, but
of the 53 U.S. companies for whom shareholders rejected
compensation plans in 2012, 45 made changes and got positive votes the following year, according to Institutional Shareholder Services.
«When I say I am accountable, I am talking about the actions the
board took with my recommendation to take back much
of my stock - based
compensation, which make up much
of my
compensation,» Stumpf said.
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.
That action alleges the
board unfairly restricts how its members can divulge certain pieces
of market information — such as negotiated sale prices and broker
compensation — to their clients.
Equifax said in a regulatory filing that it might claw back some
of Smith's
compensation for this year, depending on results
of the
board's investigation into the breach, which the company has said occurred between mid-May and July.
In what was possibly a preemptive move by the company, the Wells
board of directors decided to take back $ 41 million in stock - based
compensation from Stumpf along with just over $ 16 million in stock options from former community - banking head Carrie Tolstedt.
Stumpf, however, said in Thursday's testimony that he did suggest to the
board that it take back some
of his stock
compensation.
«These freelancers come on
board as subcontractors and save the small business owner the burden
of paying overhead associated with payroll taxes and expenses such as health insurance and worker's
compensation, as well as the space constrictions that growing a company in - house can present.»
After the financial crisis
of 2008, the Dodd - Frank Act ensured that
compensation consultants were hired by the
board's
compensation committee and not hired by or unduly influenced by the CEO or other management.
Not only that, but around a third
of voting shares abstained from the reelection
of every member
of the
board's
compensation committee.
The Facebook
board's
compensation committee authorized Zuckerberg's security program, the filing said, «to address safety concerns due to specific threats to his safety arising directly as a result
of his position as our founder, Chairman, and CEO.»
Sanger is a member
of the
board committee that, according to the firm's proxy statement, «oversees the company's incentive
compensation practices so that they are consistent with the safety and soundness
of the company.»
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.
IAC Chairman Barry Diller, who is on the
board of Coca - Cola, reacts to Wintergreen Advisors» David Winters assault on the beverage giant's
compensation plan.
For several years, Cameco has tied
compensation to environmental sustainability and worker safety, because «being in the uranium business, the company understands the importance
of the social licence from the community,» says Nancy Hopkins, a lawyer who sits on several private - and public - sector
boards, including Cameco's.
Compensation consultants are widely regarded as not being independent and beholden to management for the bulk
of their professional services, not the company or its
board.
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).
But a widely - cited statement from the company includes the following assertion: «The Personnel and
Compensation Committee
of the
Board will carefully consider their input as we move forward.»
A central theme throughout the
compensation debate has been that
boards and
compensation committees — particularly in the U.S. and U.K. (but also elsewhere)-- have been incapable or unwilling to address the uncontrolled disparity between pay
of CEOs compared to that
of other senior management and, in particular, the pay
of average workers, even throughout the financial crisis.
Compensation committees and boards should insist on an industry - wide rigorous code of conduct for compensation consultants that is independently drafted and enforced, publicly accessible and to which all compensation consultants who advise these compensation committee
Compensation committees and
boards should insist on an industry - wide rigorous code
of conduct for
compensation consultants that is independently drafted and enforced, publicly accessible and to which all compensation consultants who advise these compensation committee
compensation consultants that is independently drafted and enforced, publicly accessible and to which all
compensation consultants who advise these compensation committee
compensation consultants who advise these
compensation committee
compensation committees subscribe.
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.
«EQT's perverse
compensation structure in fact incentivizes management to pursue this suboptimal, dilutive acquisition, no matter the cost to EQT shareholders,» Rosenstein wrote in a letter to EQT's
board of directors filed with the Securities and Exchange Commission.
For example, the proposed rule suggests that
boards should receive data to perform its
compensation oversight but does not provide clear guidance on the kinds
of information
boards should receive.
In a note to investors ISS wrote that «The current pay and performance misalignment driven by ongoing problematic pay practices indicates poor stewardship
of the
board's
Compensation Committee.»
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.
From 2005 through part
of 2009, Google's
compensation committee included members
of Apple's
board (Art Levinson) and Intel's (INTC)
board (Paul Ottelini).
Duhaime stepped down the same day the results
of the investigation were disclosed, and the
board rewarded him with a $ 4.97 - million
compensation package.
Today, many
boards want «industry expertise,» but at what point does the concentration
of power and information negatively affect competition,
compensation, and innovation?
As the owner
of more than 90 %
of voting stock at the company, Adderley has control over the election
of the company's
board directors, its advisory Say on Pay vote, and, at the coming May annual meeting, to renew the Kelly's short and long - term
compensation plans.
They came up with a two - part
compensation package: a base salary, which the
board pegs to what CEOs
of similar - size companies in northeastern Ohio earn, and an annual bonus, fixed at 25 %
of TRC's pretax profits, which
board members feel is a typical CEO profit incentive at privately held growth companies in the region.
«The
board accepts the result
of today's non-binding vote and will take it under advisement for future CEO
compensation,» Aylwin Lewis, chair
of the
board's
compensation committee, said in a statement.
In crafting it, she took into account
board composition and tenure, capital ratio and
compensation, working down a checklist
of anything and everything that might make the company an attractive target for activist investors.
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 ince
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 ince
compensation 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.
None
of our directors, except Mr. Tansky, receive
compensation for their service as a member
of our
Board of Directors.
Accordingly, the
Board approved the following cash retainers for 2016: $ 35,000 for the Chair
of the Audit Committee; $ 30,000 for the Chair
of the
Compensation Committee; and $ 25,000 for the Chair
of the Nominating Committee.
Both
of those factors may leave
Board members feeling overly sympathetic and likely to set higher levels
of compensation than are warranted.
Crescent Point says its
board of directors has added a drilling rate -
of - return metric to its pay - for - performance plan to «incorporate feedback and further align
compensation with returns and capital allocation.»
After the end
of the fiscal year, upon recommendation
of the
Compensation Committee after reviewing peer company market data supplied by the Compensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of eac
Compensation Committee after reviewing peer company market data supplied by the
Compensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of eac
Compensation Committee's independent
compensation consultant, the Board increased the additional cash retainer for the Chair of eac
compensation consultant, the
Board increased the additional cash retainer for the Chair
of each committee.