Mr. Ludmer also handles employment law issues, including downsizings and restructurings, senior employee contracts, and the implementation
of equity compensation plans for multinational workforces.
Foley Hoag helps clients establish stock incentive, phantom stock and other forms
of equity compensation plans, as well as management carve - out plans, bonus plans and deferred compensation arrangements.
Not exact matches
Unfortunately, despite decades
of experience building new hire option
plans, many start - ups still fail to put in place an
equity compensation plan that adequately rewards long term employees over time.
«Further to the approval
of the 2014
Equity Plan in April
of this year, we have developed Guidelines that further align
compensation to the long - term interests
of shareowners,» said Muhtar Kent, Coke's CEO, in a statement.
The
Compensation Committee, consisting entirely of independent directors, is responsible for Apple's compensation and incentive plans and programs, approves all compensation for Apple's executive officers, and acts as the administrative committee for Apple's employee e
Compensation Committee, consisting entirely
of independent directors, is responsible for Apple's
compensation and incentive plans and programs, approves all compensation for Apple's executive officers, and acts as the administrative committee for Apple's employee e
compensation and incentive
plans and programs, approves all
compensation for Apple's executive officers, and acts as the administrative committee for Apple's employee e
compensation for Apple's executive officers, and acts as the administrative committee for Apple's employee
equity plans.
If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election
of directors, the vote to approve the amendment to our Amended and Restated Certificate
of Incorporation, the vote to approve the amendment and restatement
of our 2013
Equity Incentive
Plan, the advisory vote to approve named executive officer
compensation, and the stockholder proposals requesting: (i) the elimination
of supermajority voting requirements, (ii) the adoption
of a policy to consider employee pay ranges when setting CEO
compensation, and (iii) a report on Salesforce's criteria for investing in, operating in and withdrawing from high - risk regions (Proposals 1, 2, 3, 5, 6, 7 and 8 in this Proxy Statement).
As described under «Item 4 — Approve the Amended and Restated Long - Term Incentive
Compensation Plan» on page 88
of this proxy statement, the Board is proposing to amend the LTICP to permit grants
of equity awards to non-employee directors.
Additional information about the LTICP and other
plans pursuant to which awards in the form
of shares
of the Company's common stock may be made to directors and employees in exchange for goods or services is provided under «
Equity Compensation Plan Information.»
We award cash
compensation to our NEOs in the form
of base salaries and annual cash incentives under our Kokua Bonus
Plan, and we award
equity compensation in the form
of stock options, restricted stock units («RSUs») and PRSUs.
Our Bonus
Plan allows our
compensation committee to provide incentive awards (payable in cash or grants
of equity awards) to selected employees, including our named executive officers, based upon performance goals established by our
compensation committee.
Under the Bonus
Plan, our
compensation committee, in its sole discretion, determines the performance goals applicable to awards, which goals may include, without limitation: attainment
of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation
of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on
equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, working capital, and individual objectives such as MBOs, peer reviews, or other subjective or objective criteria.
In addition, we intend to file a registration statement to register approximately 141,358,176 shares
of our capital stock reserved for future issuance under our
equity compensation plans.
Pursuant to our
equity compensation plans and certain agreements with certain holders
of our capital stock, including Jack Dorsey, Jim McKelvey, Khosla Ventures III, LP, entities affiliated with JPMC Strategic Investments, entities affiliated with Sequoia Capital, entities affiliated with Rizvi Traverse, and an entity affiliated with Mary Meeker, including an amended and restated right
of first refusal and co-sale agreement, we or our assignees have a right to purchase shares
of our capital stock which stockholders propose to sell to other parties.
Other specific duties and responsibilities
of the HR and
Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation, evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commi
Compensation Committee include reviewing senior management selection and overseeing succession
planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer
compensation, evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commi
compensation, evaluating performance and determining the
compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commi
compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's
equity and incentive
compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commi
compensation plans; overseeing non-
equity based benefit
plans and approving any changes to such
plans involving a material financial commitment by HP;
Additional information about the LTICP and other
plans pursuant to which awards in the form
of shares
of our common stock may be made to directors and employees in exchange for goods or services is provided under «
Equity Compensation Plan Information.»
Total
compensation per employee consists
of many different elements, including not only negotiated / imposed wage settlements, bracket creep (employees moving up within their pay range), composition
of employment (professional vs clerical), pay
equity, pension and other future employee benefit costs driven in part by market conditions, Canada and Quebec Pension
Plan contributions (which increase by the annual increase in the industrial wage), among others.
Furthermore, the rules governing companies listed on the NYSE and incorporated under Delaware law require us to submit certain matters to a vote
of shareholders for approval, such as mergers, large share issuances or similar transactions, and the approval
of equity - based
compensation plans.
This amount also includes 4,829,841 Shares available under
equity compensation plans in which Associates
of ASDA Group Limited («ASDA»), our company's subsidiary in the United Kingdom, participate.
The
compensation committee is responsible for developing, reviewing and adhering to our
compensation philosophy and program, as well as reviewing and making recommendations to the Board with respect to our employee benefit
plans,
compensation and
equity - based
plans and
compensation of directors.
(2) Reflects 2015 Merger - related adjustments including the change to align Kraft to Kraft Heinz's accounting policy for postemployment benefit
plans; incremental amortization resulting from the fair value adjustment
of Kraft's definite - lived intangible assets; incremental
compensation expense due to the fair value remeasurement
of certain
of Kraft's
equity awards; and, certain deal costs related to the 2015 Merger.
IDRs contain key data points that are central to Glass Lewis corporate governance analysis, such as information about a company's board
of directors, including board composition, governing documents, independent public auditor,
compensation practices, summary
compensation data and
equity plans.
reviewing, adopting, amending, and terminating, incentive
compensation and
equity plans, severance agreements, profit sharing
plans, bonus
plans, change -
of - control protections, and any other compensatory arrangements for our executive officers and other senior management;
For the calculation
of diluted net loss per share, net loss per share attributable to common stockholders and preferred Series D, E, F, and FP preferred stockholders for basic net loss per share is adjusted by the effect
of dilutive securities, including awards under our
equity compensation plans.
The table above does not include (i) 5,952,917 shares
of Class A common stock reserved for issuance under our 2015 Incentive Award
Plan (as described in «Executive
Compensation — New Employment Agreements and Incentive
Plans»), consisting
of (x) 2,689,486 shares
of Class A common stock issuable upon exercise
of options to purchase shares
of Class A common stock granted on the date
of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive
Compensation — Director
Compensation» and «Executive
Compensation — New
Equity Awards,» and (y) 3,263,431 additional shares
of Class A common stock reserved for future issuance and (ii) 24,269,792 shares
of Class A common stock issuable to the Continuing SSE
Equity Owners upon redemption or exchange
of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
Written by NCEO founder Corey Rosen, this issue brief discusses as
of mid-2016 the extent and growth
of employee ownership; survey data on ESOPs and corporate governance as well as ESOPs and executive
compensation; research on the effect
of ESOPs on corporate performance; the 2012 shared capitalism study
of Great Place to Work applicants; data on employee ownership and employee financial well - being; the NCEO's analysis
of data on ESOPs and default rates; trends in broad - based
equity compensation plans;
equity compensation and corporate performance; the impact
of ESOPs and other broad - based
plans on unemployment; legislative and regulatory issues for employee ownership; and international developments in broad - based
plans.
See «Executive
Compensation — Employee Benefit and Stock
Plans» for a description of our equity incentive p
Plans» for a description
of our
equity incentive
plansplans.
As
of November 11, 2013, a total
of 20.873 million shares
of the Company's common stock were subject to all outstanding awards granted under the Company's
equity compensation plans (including the shares then subject to outstanding awards under the 2003
Plan and the Director
Plan, as well as outstanding awards assumed by the Company in connection with acquisitions, but exclusive
of shares that employees may purchase under the Employee Stock Purchase
Plan),
of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock options.
Adjusted EBITDA is defined as net income / (loss) from continuing operations before interest expense, other expense / (income), net, provision for / (benefit from) income taxes; in addition to these adjustments, the Company excludes, when they occur, the impacts
of depreciation and amortization (excluding integration and restructuring expenses)(including amortization
of postretirement benefit
plans prior service credits), integration and restructuring expenses, merger costs, unrealized losses / (gains) on commodity hedges, impairment losses, losses / (gains) on the sale
of a business, nonmonetary currency devaluation (e.g., remeasurement gains and losses), and
equity award
compensation expense (excluding integration and restructuring expenses).
The
Compensation Committee, which administers the 2003
Plan and will administer the 2014
Plan, if approved, recognizes its responsibility to strike a balance between shareholder concerns regarding the potential dilutive effect
of equity awards and the ability to attract, retain and reward employees whose contributions are critical to the Company's long - term success.
For a review
of the accounting and tax issues for
equity compensation plans, see http://www.nceo.org/Accounting-
Equity-
Compensation/pub.php/id/2/ For closely held companies that do ESOPs, the dilution issue is generally a non-issue.
For a description
of our
equity incentive
plan, see the section entitled «Executive Compensation — 2015 Omnibus Incentive Plan.&ra
plan, see the section entitled «Executive
Compensation — 2015 Omnibus Incentive
Plan.&ra
Plan.»
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 compensat
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 compensat
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 compensat
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 compensat
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 compensat
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 compensat
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 compensat
Compensation Committee's independent
compensation consultants and other independent compensat
compensation consultants and other independent
compensationcompensation experts.
Below is an overview
of Glass Lewis» approach to analyzing
compensation proposals in the United States, with separate sections covering say - on - pay analysis, pay - for - performance analysis, and our analysis
of equity - based
compensation plans.
Don't accept
equity - only
compensation plans as an employee
of a startup.
Steven also addresses issues such as
equity financing, founder
compensation, stock option
plan, debt transaction, SaaS agreements, terms
of use, copyright, trademark and technology protection.
Other specific duties and responsibilities
of the HR and
Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation and evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; 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
Compensation Committee include reviewing senior management selection and overseeing succession
planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer
compensation and evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; 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
compensation and evaluating performance and determining the
compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; 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
compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's
equity and incentive
compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; 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
compensation plans; overseeing non-
equity-based benefit
plans and approving any changes to such
plans involving a material financial commitment by HP; 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
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
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
compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its charter.
In addition, the HR and
Compensation Committee may delegate any
of its duties and responsibilities, including the administration
of equity incentive or employee benefit
plans, to one or more
of its members, to one or more other directors, or to one or more other persons, unless otherwise prohibited by applicable laws or listing standards.
The
Compensation Committee also oversees our
equity and incentive - based
plans and administers the issuance
of stock options, restricted stock units and other awards under these
plans.
May 7, 2014 David Winters tells Fox Business» Maria Bartiromo he believes that Warren Buffett and the Board
of Directors at Coca - Cola have failed their fiduciary duties to shareholders by allowing Coca - Cola's
equity compensation plan to pass.
Make the most
of your
equity compensation through sophisticated analysis and
planning.
We currently have a long - term
equity incentive plan: the 2012 Stock Purchase and Option Plan of Blue Buffalo Pet Products, Inc., or the 2012 Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&
equity incentive
plan: the 2012 Stock Purchase and Option Plan of Blue Buffalo Pet Products, Inc., or the 2012 Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&ra
plan: the 2012 Stock Purchase and Option
Plan of Blue Buffalo Pet Products, Inc., or the 2012 Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&ra
Plan of Blue Buffalo Pet Products, Inc., or the 2012
Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&ra
Plan, which is described below under the heading «--
Equity Compensation and Stock Purchase Plans.&
Equity Compensation and Stock Purchase
Plans.»
Pursuant to the 2012
Plan we have provided long - term
equity compensation to Kurt and Mike in the form
of incentive stock options.
The firm's areas
of practice include: advising the multinational and multi-jurisdictional employer; Industrial Relations Board proceedings; collective agreements and bargaining;
compensation and benefits
plans; construction labour relations; employee relations; executive employment agreements and
compensation; grievance arbitration; human rights and accommodation; injunctive court proceedings and judicial review; interest arbitration; Labour Relations Board proceedings; management training; mediation and alternative dispute resolution; occupational health and safety; outsourcing; pay
equity; privacy; responding to union organizing and applications for certification sale or closure; strike or lock - out preparation and business continuity
planning; workplace investigations; workplace safety and insurance; wrongful and constructive dismissal litigation.
(5) If a review officer effects a settlement
of a pay
equity plan for a bargaining unit under subsection (1) or, if in any other case, no objection in respect
of a pay
equity plan is filed with the Commission in accordance with subsection (4), the
plan shall be deemed to have been approved by the Commission and, on the day provided for in the
plan, the employer shall make the first adjustments in
compensation required to achieve pay
equity.
She advises public and private companies on all aspects
of executive
compensation arrangements, including
equity incentive programs, golden parachute arrangements, performance incentive arrangements, severance programs, and nonqualified deferred
compensation plans.
We work with companies to reward their executives in employment agreements and change
of control agreements, deferred
compensation arrangements, incentive
compensation plans and
equity compensation.
Clay also advises issuers in connection with public and private offerings
of equity and debt securities, including through
equity compensation plans, and advises clients on other securities - related and general corporate governance matters.
Our lawyers work in close coordination with the Firm's perennially top - ranked M&A, Private
Equity, Private Funds and Business Finance & Restructuring practices, and regularly advise global clients on the legal and financial risks associated with
compensation and benefit arrangements that arise in these types
of commercial matters — many
of which require sensitive issues for senior management, transition
planning and
compensation.
He also provides services in the areas
of corporate tax
planning, cross-border tax
planning, payroll support and employee education with respect to global
equity compensation.
In Calma v. Templeton, the plaintiff alleged that a board
of directors breached their fiduciary duties in awarding themselves restricted stock units (RSUs) pursuant to a stockholder - approved
equity incentive
compensation plan.