«Three to four years ago, directors were paid very low,» says Larry Portal, partner in charge of SMG Advisory Group, a New York firm that advises companies
on board compensation.
Not exact matches
Pressure is mounting
on boards to take a firmer grasp of everything from strategy to
compensation.
Create an advisory
board contract that keeps everyone
on the same page with expectations, term,
compensation and confidentiality.
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.
To encourage
boards to understand their companies» long - term needs, Wiseman also argues that directors should be paid more and their
compensation linked to company performance beyond their term
on the
board.
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.
«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.»
It supports voting «no»
on the
compensation plan and is advising against three board members, Compensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair M
compensation plan and is advising against three
board members,
Compensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair M
Compensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair Mark Parrish.
What's more, he said Coke's
board is regularly in touch with investors both big and small and open to feedback
on all issues, including
compensation.
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 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.
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.
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.
Non-Employee Directors do not receive any other
compensation for serving
on any committee or attending
Board or committee meetings.
Mr. Shea is well qualified to serve as a director due to his experience in public and private company governance and private equity, including his service
on numerous corporate
boards and
on audit and
compensation committees, including his experience with Hennessy I and Hennessy II.
On February 26, 2008, the
Board of Directors approved an amendment and restatement (the «Plan Amendment») of the Company's Long - Term Incentive
Compensation Plan (the «LTICP»).
The
Board also considers input from the
Compensation Committee's compensation consultant, who reviews director pay levels at peer companies and provides feedback on where the Company is positioned relative t
Compensation Committee's
compensation consultant, who reviews director pay levels at peer companies and provides feedback on where the Company is positioned relative t
compensation consultant, who reviews director pay levels at peer companies and provides feedback
on where the Company is positioned relative to its peers.
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.
The GNC generally recommends changes in director
compensation to the
Board for its approval every two years, based
on its review of competitive pay data for non-employee directors of financial services companies in the Company's Peer Group.
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.
These included updates
on compensation - related regulations and guidance issued by the
Board of Governors of the U.S. Federal Reserve System (Federal Reserve
Board) and other U.S. federal banking regulators, the Financial Stability
Board, the United Kingdom Financial Services Authority and other regulators around the world.
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 Committ
compensation committee or
board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee or B
board of directors of another entity whose executive officer served
on our Executive
Compensation and Management Resources Committ
Compensation and Management Resources Committee or
BoardBoard.
No other
compensation will be paid to Mr. Lane for his service
on the
Board from November 1, 2010 until the annual meeting.
Historically the GNC has recommended changes in director
compensation to the
Board for its approval every other year, based
on its review of competitive pay data for non-employee directors of the financial services companies in the Company's Peer Group.
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).
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.
It wasn't the ideal way to start out as a public company, but it was a clear reminder how much
board compensation remains a hot issue, especially with say -
on - pay voting continuing to spread.
Mr. Kapadia serves
on the
Board of Directors of Tower International and is the Chairman of the
Compensation Committee.
More than 50 resolutions focus
on board oversight, sustainability reporting and linking ESG issues to executive
compensation.
Pursuant to the policy, as revised in February 2009, at each annual meeting of our stockholders, provided that the director has served
on the
Board for at least six months prior to the annual meeting, a non-employee director would be granted RSUs having a value equal to $ 225,000 divided by the lesser of (i) the trailing average closing trading prices of our common stock for the 180 - day period preceding and ending with the date of the RSU grant or (ii) such number of RSUs as the
Board may determine based
on additional criteria such as business conditions and / or company performance, outside director
compensation practices at peer companies and advice from outside
compensation consultants.
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.
The decision to engage these other Marsh subsidiaries for these other services was made by management and was not approved by the
Board of Directors; however, the
compensation committee received periodic updates
on the nature and scope of the services provided to the Company by the Marsh subsidiaries.
In its comment document, the IGOPP covered the following topics: Shareholder advisory votes
on compensation packages Diversity of
board -LSB-...]
Roy Dunbar, a member of the Humana
board's
compensation committee, declined to comment
on Humana specifically.
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.
Mr. Guillemin currently serves
on the
board of directors of Mesa Labs Inc., where he chairs the audit and
compensation committees.
Review and approve corporate goals and objectives relevant to the
compensation of the CEO, evaluate the performance of the CEO in light of those goals and objectives, and recommend to the
Board of Directors the CEO's
compensation based
on this evaluation.
Frequently called upon to provide her expertise to the financial, national and international press, Ms. Bloxham has appeared
on the many shows of CNBC including appearances with Maria Baroilomo and Larry Kudlow,
on Fox Business and Bloomberg TV,
on National and German Public Radio, MSNBC, Business Week, USA Today, Les Echos, American Banker, New York's Newsday, the San Francisco Chronicle, Charlotte Observer, Atlanta Journal Constitution, Miami Herald, the Philadelphia Inquirer, the New York Times,
Board Alert, Compliance Week and the Wall Street Journal, among many others, discussing the subjects of corporate governance,
compensation, performance and value.
Connect with other startup companies to share best practices and to get advice
on everything from talent acquisition, the best job
boards and company branding to
compensation tips, onboarding and more.
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.
Our
Board then hires Cook & Co. a consultant to advise the
Board on its own
compensation.
«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.
The GNC reviews the individual components and total amount of director
compensation at least annually and may recommend changes in director
compensation to the
Board for its approval more or less frequently based
on, among other factors, competitive pay data for non-employee directors of the financial services companies in the Company's Labor Market Peer Group.
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.