News & Analysis as of

Incentive Compensation

Cooley LLP

Early Lock-Up Releases: Overview and Trends

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Lock-up agreements prohibit company insiders (founders, directors, executive officers and major stockholders) and other pre-IPO stockholders from selling their shares for a period of time after an offering. Lock-ups are...more

DarrowEverett LLP

Post-Closing Incentive Structures for Key Management in Private Equity

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If you own or manage a company that a private equity firm is looking to acquire, and you plan to stay on after the closing, you’ll likely need to negotiate two key points: rolling over some or all of your equity and...more

Skadden, Arps, Slate, Meagher & Flom LLP

ISS Issues Updated FAQs on US Executive Compensation Policies for 2025

On December 13, 2024, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Executive Compensation Policies effective for shareholder meetings occurring on or after...more

Snell & Wilmer

ISS Updates its Executive Compensation Policy FAQs for 2025 Proxy Season

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Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently updated its Executive Compensation Policy Frequently Asked Questions (“FAQs”). A full link to the ISS guidance can be found here....more

Latham & Watkins LLP

The Story Of 2024's Biggest Bank Regs, And Their Fate In 2025

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In 2024, the U.S. federal bank regulators were extremely active, with initiatives ranging from antitrust and capital to proposals regarding controlling shareholders and incentive-based compensation. Climate issues and...more

Foley & Lardner LLP

Unlocking the Power of Equity-Based Incentive Compensation: Cash-Settled Equity Awards

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This article is the sixth in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more

Goodwin

Trends in Equity Repurchasing in PE: Rollover vs. Incentive Equity

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Private equity (PE) sponsors often provide incentives to founders, equity holders, employees, directors, and officers of portfolio companies in the form of rollover equity or incentive equity to align their interests with...more

Woodruff Sawyer

Clawbacks Can’t Touch This: Executives, Protect Your Pay with Clawback Insurance

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It’s been a year since the SEC’s compensation clawback rules took effect. Since then, US-listed public companies have implemented compliant compensation clawback policies that require executive officers to pay back...more

Cooley LLP

Are ESG performance metrics in comp plans just a layup with little impact?

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There’s been a lot of attention lately to the use of ESG metrics as incentives in executive compensation, perhaps because the concept of ESG has become something of a lightning rod in the political landscape—particularly...more

Vedder Price

Are Boilerplate Disclaimers Enough? Illinois Employers May Still Face Unpaid Wage Claims

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On October 4, 2024, the U.S. Court of Appeals for the Seventh Circuit held that “boilerplate disclaimer language” in an incentive compensation plan does not automatically prevent the formation of an “agreement” between an...more

Lowenstein Sandler LLP

Equity Incentive Plan Considerations for Public Companies

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On this episode of “Just Compensation,” Andrew Graw, Megan Monson, and Jessica I. Kriegsfeld talk about equity plan considerations for public companies. They address various drafting considerations that are specific to public...more

Fisher Phillips

How Will the New Overtime Rule Impact Your Business This Comp Season? 10 Tips for Employers

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As the final quarter of 2024 begins, many employers are turning to the year-end review process. While you’re planning for raises, bonuses, and other employee incentives this comp season, you’ll need to account for the new...more

Foley & Lardner LLP

Unlocking the Power of Equity-Based Incentive Compensation: Basics of Restricted Stock, Restricted Stock Units, and Performance...

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This article is the fourth in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more

Goodwin

Stretching and Flexing - Part Two: Keeping the Management Team Incentivised for the Longer Journey

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Parties facing these issues often propose a MIP reset to realign management’s interests with those of the original (and, if applicable, new) sponsor until the eventual full exit. MIP resets have long been used to rescue...more

Cooley LLP

Are companies getting the clawback checkboxes right?

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As you know, in 2022, the SEC adopted a new clawback rule, Exchange Act Rule 10D-1, which directed the national securities exchanges to establish listing standards requiring listed issuers to adopt and comply with a clawback...more

Kohn, Kohn & Colapinto LLP

False Narratives Around False Whistleblower Reporting: Finding the 0.0027%

Critics of whistleblower award laws commonly claim that whistleblower awards will lead to frivolous and speculative complaints aimed at damaging the reputation of individuals or companies. However, a close look at the data...more

Cooley LLP

Do companies adopt clawback policies exceeding minimum SEC requirements?

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In 2022, after seven years of marinating on the SEC’s long-term agenda, the SEC adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. The rules directed the national securities exchanges to establish...more

Opportune LLP

Total Shareholder Return Plans: Accounting Implications & Valuation Assumptions

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In a competitive talent market, companies are reevaluating executive compensation packages to attract and retain top leadership. Compensation generally includes a base level of compensation combined with some form of...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Louisiana Amends LWPA to Address Commissions, Incentive Payment Plans, and Bonuses to Give Greater Flexibility to Employers

Governor Jeff Landry recently signed into law Act No. 556, which updates the Louisiana Wage Payment Act (LWPA) to address commissions and plans for incentive payments and bonuses. The new law becomes effective on August 1,...more

Faegre Drinker Biddle & Reath LLP

The New Fiduciary Rule (37): Confusion about Incentive Compensation

The Department of Labor has issued its final regulation defining fiduciary status for investment advice to retirement investors and the related exemptions for prohibited conflicts—PTEs 2020-02 and 84-24. The exemptions...more

Troutman Pepper Locke

Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast

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In this episode of The Consumer Finance Podcast, Chris Willis delves into the renewed focus on incentive compensation by federal financial regulators. Joined by colleagues Sheri Adler and Jina Davidovich from the Employee...more

Womble Bond Dickinson

South Carolina’s New NIL Law and What it Means for Collegiate Athletes in the State

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On Tuesday, May 21, 2024, South Carolina Governor Henry McMaster signed bill H. 4957 into law after it was approved unanimously by state lawmakers earlier in the year. Similar NIL (“Name, Image, and Likeness”) bills to H....more

Goodwin

A Token of Appreciation: Cryptoassets and Employee Incentives - a UK Tax Primer

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Businesses in the blockchain and cryptoasset space are increasingly looking to utilise digital currency and other cryptoassets as an alternative to or alongside other, more traditional employee incentive arrangements, such as...more

Wilson Sonsini Goodrich & Rosati

FAQs: UK Employee Equity Incentive Annual Reporting Deadline Approaching

2023/2024 Annual Returns Must Be Filed by July 6, 2024 - Companies operating employee equity incentive arrangements in the United Kingdom, including companies incorporated or registered outside of the United Kingdom, are...more

Bowditch & Dewey

Issuing Stock Options? Be Careful!

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Many corporations use stock options to incentivize employees and other service providers. A stock option is a right granted by a corporation to an employee, consultant or advisor that provides such employee, consultant or...more

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