Trends in Executive Compensation & Perquisites

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "Trends in Executive Compensation & Perquisites"

Transcription

1 Trends in Executive Compensation & Perquisites October 8, 2013 Gayle Appelbaum Principal Copyright 2013 McLagan, an Aon Hewitt Company

2 Agenda Summarize the bank compensation marketplace Review market changes CEO compensation trends Director compensation trends Compensation trends for other positions Regulatory Update CFPB mortgage lender rules Pay Ratio Disclosure Incentive Plan Developments Other Items Management Say-on-Pay (MSOP) Realizable pay analysis 1 Trends in Bank Compensation

3 Information Sources McLagan Proxy Database Proxy statements filed in 2013 reporting 2012 compensation data Compensation data compiled by McLagan for all US public banks and thrifts 622 banks and thrifts McLagan s 2013 Regional and Community Bank Compensation Survey Over 200 public and private banks and thrifts nationwide under $28 billion in assets Over 120,000 incumbents in 50 states plus DC Covers over 600 Top Management, Origination and Infrastructure positions at all levels Published in August 2013 McLagan s Mandatory Deferral Flash Survey Published in March 2013 Covers the parameters and frequency of mandatory deferrals in regional and community banks 2 Trends in Bank Compensation

4 Terms & Methodology Base Salary Cash Compensation Salary + Annual Incentive or Bonus Direct Compensation Cash Compensation + Equity (grant date fair value basis) Total Compensation Direct Compensation + Retirement Benefits + All Other Compensation Retirement Benefits (SERP/pension accruals, above-market earnings on deferred comp) All Other Compensation (perquisites, defined contribution plan deposits) 3 Trends in Bank Compensation

5 Overview: Banking Industry Performance

6 TSR and CEO Compensation Movement Total Shareholder Return vs. CEO Compensation Banks $1B-$5B CEO compensation exceeded pre-recession levels in 2012 Shareholders have still lost significant value since the 2007 peak 5 Trends in Bank Compensation

7 Compensation Trends Analysis CEO & Directors McLagan Proxy Database

8 2012 CEO Compensation Median Values, Public Banks Median to Median Change Assets Salary Cash Comp Direct Comp Total Comp Asset Size n ($M) 2012 % Change '11 to ' % Change '11 to ' % Change '11 to ' % Change '11 to '12 <$500M , % 227, % 246, % 285, % $500M-$1B , % 319, % 333, % 416, % $1B-$4B 186 1, , % 522, % 629, % 775, % $4B-$10B 59 5, , % 1,001, % 1,382, % 1,620, % $10B-$25B 33 14, , % 1,752, % 2,928, % 3,448, % >$25B 29 89, , % 2,958, % 7,091, % 8,942, % Source: McLagan Proxy Database Median compensation increased significantly across all elements of almost every asset size Many smaller banks deregistered in 2012 through the JOBS Act, which exaggerates the increase in median compensation for the two smallest asset cuts Median compensation for the $4B-$10B asset range was relatively flat However, on a same peer (matched sample) basis, changes within this group were more in line with the overall market Asset Size n Assets ($M) Salary Cash Comp Direct Comp Total Comp 2012 % Change '11 to ' % Change '11 to ' % Change '11 to ' % Change '11 to '12 $4B-$10B 55 5, , % 1,001, % 1,382, % 1,620, % 7 Trends in Bank Compensation

9 CEO Compensation Changes: Banks <$1B and $1B-$4B Median CEO Compensation: <$1B in Assets $1B-$4B in Assets Source: McLagan Proxy Database Median compensation surpassed historical highs in Banks under $1B generally have less leverage in their compensation plans, and therefore the decline to 2009 was more moderate than in larger banks. Direct compensation has surpassed historical highs. In 2012, median cash and direct compensation both increased approximately 18%. 8 Trends in Bank Compensation

10 CEO Bonus Prevalence By Region Percentage of CEOs Receiving Bonus Payouts CEO Bonus Prevalence Southwest 79% Northeast 74% Middle Atlantic 61% Mountain Pacific 59% Midwest 56% Southeast 26% Prevalence of bonus payments increases across all regions. For the first time since 2009, the majority of banks are paying bonuses. Increases were particularly dramatic in the Mountain Pacific (59% to 77%) and the Southeast (26% to 60%). 9 Trends in Bank Compensation Percentage of CEOs Scale Receiving Bonus Payouts Source: McLagan Proxy Database 2012 CEO Bonus Prevalence Southwest 90% Mountain Pacific 77% Northeast 76% Midwest 69% Middle Atlantic 60% Southeast 60%

11 CEO Bonuses Prevalence of CEOs Receiving Bonus Payouts Median CEO Bonus as % of Salary Source: McLagan Proxy Database The prevalence of CEO cash bonuses increased for banks of all sizes in The size of CEO bonuses as a percent of salary increased for all banks but those $4B-$10B. Increasing size and frequency of bonuses has had a significant impact on industry median compensation levels. 10 Trends in Bank Compensation

12 Actual Cash Incentive Payouts Relative to Target Actual CEO Bonus as % of Target (median) Target Source: McLagan Proxy Database Overall, 2012 bonus payouts were near target levels for CEOs who received a bonus. Payouts increased relative to target levels for all asset sizes except $4B-$10B. The prevalence of bonuses increased sharply for banks $4B-$10B, but the amount of the bonuses decreased, both as a percent of salary and as a percent of target. 11 Trends in Bank Compensation

13 Compensation Mix CEO Compensation Mix Across Asset Sizes Source: McLagan Proxy Database Larger banks pay less of total compensation in salary and more in variable compensation Approximately half of total compensation is provided in variable pay at the $4-5B asset size The proportion of cash bonus awards to total compensation does not change significantly for banks above $4B; it is equity that increases Change in retirement benefits remains elevated due in part to the low-interest rate environment 12 Trends in Bank Compensation

14 A Brief History of Equity Banks $10B - $30B (Vehicle) CEO Equity Over Time 2004 and Prior - Options are expensed at intrinsic value (generally zero) - 70% of banks use appreciation only Accounting rules change and options must be expensed using estimated economic value - Immediately, less than 25% of banks use appreciation only 2009 Present - Investors want to see performance-vested equity - Smaller banks have portion in stock options; albeit minority 13 Trends in Bank Compensation

15 A Brief History of Equity Banks $10B - $30B (Vesting) CEO Equity Over Time 16% Use Performance-Vesting 22% Use Performance-Vesting 65% Use Performance-Vesting 14 Trends in Bank Compensation

16 Equity Vesting CEO Compensation Equity Vesting Type Source: McLagan Proxy Database Banks $10B-$30B are still transitioning towards granting performance-vested equity. Almost 2/3 of banks between $10B-$30B grant either only performance-vested shares or a mix of performance-vested and time-vested equity. We have seen these statistics change rapidly as more and more banks continue to adopt performance-vested equity. 15 Trends in Bank Compensation

17 JOBS Act & Deregistration Analysis Number of Banks Filing Proxy Data The number of banks under $1B who filed proxy statements decreased sharply in Fewer organizations will be available for executive compensation peer groups. Banks under $1B may no longer be able to use proxy data as their only comparison point for executive compensation analysis. High quality survey data will increase in importance. 16 Trends in Bank Compensation

18 Compensation Trends Analysis Directors McLagan Proxy Database

19 Board Compensation National Trends Median to Median Change Total Director Compensation % Change (Median to Median) Source: McLagan Proxy Database Equity as % of Total Compensation Asset Size n to to <$500M 80 17,250 18,419 21, % 15.0% 27% 30% 34% $500M-$1B ,273 26,646 29, % 10.3% 28% 22% 29% $1B-$5B ,662 40,819 43, % 7.7% 28% 32% 33% $5B-$15B 52 70,554 75,350 83, % 10.7% 33% 32% 38% >$15B , , , % 0.9% 48% 48% 47% We are seeing larger increases from 2011 to 2012 compensation. With the exception of banks with assets greater than $15 billion, 2012 director compensation increases ranged from 8% to 15% among the various asset cuts reviewed. Overall, equity as a percentage of total compensation continues to increase. 18 Trends in Bank Compensation

20 Board Compensation Compensation Committees Number of Compensation Committee Meetings Additional Paid to Compensation Committee Chair Source: McLagan Proxy Database Compensation committees are meeting more often than in prior years, and fees for compensation committee chairs are also increasing. Compensation committees have more oversight, more responsibility, and more liability than in prior years due to Dodd-Frank and the Sound Incentive Compensation Policies guidance. Incentive plan risk Say on Pay and investor outreach Required to be independent as of Trends in Bank Compensation

21 Compensation Trends Analysis McLagan 2013 Regional and Community Bank Compensation Survey

22 2013 McLagan Regional & Community Bank Survey Overview Covers over 600 Top Management, Origination and Infrastructure positions at all position levels Includes total compensation data (cash + equity) and incentive plan opportunity data Bank s employees compared to the market (incumbent by incumbent basis) Compensation Spend & Staffing Analysis Summary report showing firm-wide salary spend, incentive pay as % of net income, and infrastructure staffing ratios. Breakouts by asset size, geographic region, revenue, # branches, and # employees 21 Trends in Bank Compensation

23 2013 McLagan Regional & Community Bank Survey Participants Large number of participants provides reliable data and the ability to slice data in numerous ways. SIZE METRICS Asset Size All Firms <$500M $500M - $1B $1B - $3B $3B - $8B >$8B Number of Firms Median Number of Incumbents per Firm ,560 Median Number of Branches per Firm OWNERSHIP Number of Public Organizations Number of Private Organizations NUMBER OF ORGANIZATIONS BY REGION Mountain Pacific Midwest Southwest Southeast Middle Atlantic Northeast Location of Firms Ownership Middle Atlantic 15% Northeast 14% Mountain Pacific 24% Private 37% Southeast 8% Southwest 7% Midwest 31% Public 63% 22 Trends in Bank Compensation

24 Salary Increases McLagan Survey Salary Increases By Position Group (median) Salary Increases By Level (median) National Source: 2013 McLagan Regional & Community Bank Compensation Survey Increases for Top Management positions were greater than those for other areas of the bank. Increases for individuals in Infrastructure positions were greater than increases for individuals in Origination or Branch functions. Increases were relatively consistent across the country with the exceptions of the Southeast (below national) and the Southwest (above national) Increases were relatively consistent between employee levels except for the highest and lowest levels. 23 Trends in Bank Compensation

25 Commercial Lender Salaries Correlation with Asset Size Commercial Lenders By Position Level Regression Analysis of Salaries for 6,400 Commercial Lenders Levels - Commercial Lending (Top Management) - Group Manager - Team Leader, Senior I - Senior II - Senior III - Intermediate - Junior & Analyst Salaries have little correlation with asset size Source: 2013 McLagan Regional & Community Bank Compensation Survey Salaries for lenders with little or no management responsibility (Senior II and below) have no significant correlation with asset size. This has implications for recruiting and pay expectations. In general, the higher the position level, the more salary varies with bank asset size. 24 Trends in Bank Compensation

26 Commercial Lender Manager Scope of Responsibility Number of Direct and Indirect Reports of Managers Levels - Commercial Lending (Top Management) - Group Manager - Team Leader, Senior I Source: 2013 McLagan Regional & Community Bank Compensation Survey Compensation varies significantly with asset size only for those positions which have management responsibilities. Managers at larger banks are required to oversee more employees. The chart above illustrates that the number of people managed increases most dramatically for the head of the business unit. However, the number managed also increases for Group Managers and Team Leaders at larger banks. 25 Trends in Bank Compensation

27 Actual Cash Incentive Payouts Relative to Target Median Actual Bonus (2011 vs. 2012) Median Actual 2012 Bonus (Public vs. Private) Source: 2013 McLagan Regional & Community Bank Compensation Survey Bonus payouts for 2012 were higher relative to target than bonus payouts for 2011 Bonus payouts for 2012 were very near target Branch delivery jobs were the noticeable exception For all positions, bonus payouts were 2% below target at public banks, and 10% above target at private banks Private banks had higher payouts than public banks for all position groups 26 Trends in Bank Compensation

28 Incentive Award Prevalence and Relative Size Prevalence of Award Median Award as % of Salary Source: 2013 McLagan Regional & Community Bank Compensation Survey LTI awards are not as common as AIP awards regardless of employee level. LTI prevalence drops off more quickly than AIP prevalence. 25% of incumbents in the $90K-$115K range received an LTI award. Nearly 80% of incumbents in the same range received a short-term award. AIP awards are larger as a percent of salary than LTI awards. The size of LTI awards decreases more rapidly than the size of AIP awards below the top levels 27 Trends in Bank Compensation

29 Long-Term Award Type Details Type of LTI Awards by Level Source: 2013 McLagan Regional & Community Bank Compensation Survey The type of LTI granted remains relatively constant for all salary ranges. Approximately half of the incumbents receiving LTI receive restricted stock only. 28 Trends in Bank Compensation

30 Direct Compensation Mix By Salary Level Public Private Private banks may have limited ability to grant real equity to employees. They have several alternatives for replacing this missing compensation element: Emphasize salary Emphasize cash bonus Use phantom equity/long-term cash Source: 2013 McLagan Regional & Community Bank Compensation Survey The graphs above show that private banks generally emphasize salary rather than long-term incentives. The weighting on annual cash bonus does not vary between public and private banks. 29 Trends in Bank Compensation

31 Cash Incentives as % of Net Income Cash Incentives as % of Net Income Cash Incentives as % of Net Income by Asset Size Higher net income = higher cash incentives Source: 2013 McLagan Regional & Community Bank Compensation Survey (Random Sample) Aggregate firm-wide cash incentive payouts are correlated with company net income. This is true regardless of whether incentives are paid under formulaic or discretionary incentive plans. Larger banks tend to pay a smaller portion of net income in cash incentives. At median, banks <$1B in assets paid 12% of their net income in cash incentives, while banks >$8B in assets paid only 8%. 30 Trends in Bank Compensation

32 Regulatory Update

33 Dodd-Frank Act Where Are We? Dodd-Frank Effective Rules Published Notes 1. Say on Pay January 21, 2011 SEC January 25, 2011 Small reporting companies are subject to this in Say on Golden Parachutes January 21, 2011 SEC January 25, Compensation Committee Independence Earlier of 2 nd annual meeting after Sep, 2012 or Dec, 2014 SEC June 20, 2012; NASDAQ Sept. 25, Compensation Committee use of Advisors January 11, 2013 SEC June 20, 2012; NASDAQ Sept. 25, 2012 Adoption of listing standards of 6 factors to consider 5. Compensation Consultant Disclosure Proxies filed on or after January 11, 2013 SEC June 20, 2012; NASDAQ Sept. 25, 2012 This is effective now with the six factor test 6. Pay Ratio Disclosure Expected 2016 shareholder meetings SEC Sept. 18, 2013 Fed Register Oct. 1, 2013 Proposed rules; 60 day comment period from publication in Fed Register 7. Pay For Performance Exhibit Unknown SEC Unknown 8. Clawbacks Unknown SEC Unknown 9. Incentive Compensation Arrangements Unknown SEC Unknown All banks $1+ B reporting; mandatory deferral for >$50B 32 Trends in Bank Compensation

34 Regulator Focus on Regional & Community Banks Significant Users of Incentive Compensation (Banks $1 to $50 billion) Focus has been on large banks (approx. 79% of all assets) Regulators are on-site in the process of regular, ongoing regulatory reviews In 2013, 40% of the large complex banking organizations (LCBOs) received letters asking for information for their 2012 incentive pay decisions. The letter requests were similar to annual reporting requirements under proposed Section 956 rules Another example of how the focus has been and continues to be on this specific group There appears to be little motivation to approve Section 956 of Dodd-Frank Regulators have guidance through SICP that applies to all banks (effective June, 2010) Dodd-Frank Section 956 explicitly applies to banks of $1 billion and greater in assets Section 956 rules not promulgated (finalized and published) General lack of consistent approach from regulators At present, it appears that regional regulatory agencies are working on their own Clients report they either have received audit request lists, been put on notice they will be evaluated or have had random questions Audit lists have up to 20 questions asking for detailed information on incentive arrangements Recent client experiences suggest the Fed is backing off of full scale audits in this space due to resource limitations McLagan: There is no clear path as to when and at what depth formal regulatory reviews will occur for these banks We recommend a thorough process that evaluates covered incentive arrangements for each bank 33 Trends in Bank Compensation

35 Mortgage Lender Compensation CFPB proposed rules on mortgage lender compensation are effective January 1, 2014 Adapts and enhances TILA/Reg Z prohibitions on pay, which were effective April 1, 2011 Broadens the definition of mortgage loan originator to include certain non-mortgage roles What makes someone a loan officer? Taking an application Arranging a credit transaction Assisting a consumer in applying for credit Offering or negotiating credit terms Making an extension of credit Referring a consumer to a loan originator or creditor Advertising or communicating to the public that you can or will perform any loan origination services Why is this a problem? Some firms have branch Sales staff (non-mortgage) process and close HE loans Some firms have branch sales staff (non-mortgage) take applications to pass along to MLO s Some firms have Financial Advisors that take applications to pass along to MLO s OR book themselves Many of these roles have pay tied to profitability or revenue generated out of the branch. This would be prohibited under the CFPB Mortgage rule They would need to be registered under the SAFE act 34 Trends in Bank Compensation

36 Mortgage Lender Compensation (cont.) Loan originators will need to conform to the prohibitions on pay developed in TILA/RegZ, which are: Prohibits a loan originator s compensation from being based on the terms of a transaction (with limited exceptions) or a proxy for a transaction term. This impacts ability to receive compensation tied to profits of the organization. Exception if less than 10% of total compensation Exception for 10 or fewer transactions per year This compensation must not be based on the terms of that individual loan originator s transactions Prohibits loan originators in a transaction from being compensated by both a consumer and another person, such as a creditor. What do firms need to do? Determine what roles within the branch network are covered under this rule There are two paths: Adjust/redesign plans to remove any mortgage loan component from the revenue/profit based award (two plans paying separately), OR limit the award to 10% of total comp Change the profile of the role to exclude them from originating Mortgage and HE loans (HELOCs are allowed under the provisions). The firm would then need to establish a referral program so that these loans get processed through the Mortgage Loan Officers. 35 Trends in Bank Compensation

37 Pay Ratio Disclosure SEC proposed rule on September 18 th, pages of reading enjoyment! 50 pages are the economic analysis 60 day comment period beginning after Oct. 1 Federal Register publication; final rule published thereafter Rule will most likely be effective for proxy statement filed in 2016 for 2015 fiscal year compensation Applies to all public companies; not just banks Does not apply to emerging growth or small reporting companies Requires companies to disclose the ratio between CEO annual total compensation and median total annual compensation for the firm s entire employee population Proposed rule allows for flexibility, e.g., if the CEO s compensation was 45 times the median of all other employees: Ratio: As a ratio with median of annual total compensation of all employees equal to one, or 1 to 45 Narrative: As a narrative with the multiple of the CEO's annual total compensation to the median of annual total compensation of all employees The Chief Executive Officer's annual total compensation is 45 times that of the median of the annual total compensation of all employees. Reasonable estimation and sampling appear to be potential alternatives Covers all employees, as of end of fiscal year, including temporary and part-time associates See McLagan Client Alert published Sept. 25 th for more complete analysis of the proposed rule 36 Trends in Bank Compensation

38 Incentive Plan Developments

39 Primary Issues Forcing Changes to Incentive Plans Issues Economic challenges Regulatory environment Balancing Risk Management Say-on-Pay Challenges NIM, Profitability SICP, Fed Horizontal Reviews, Dodd-Frank Lack of clarity from regulatory bodies ISS, Glass Lewis, shareholder activism 38 Trends in Bank Compensation

40 Incentive Plan Design: Competing Interests 39 Trends in Bank Compensation

41 Incentive Plan Design: Regulators vs. Shareholder Advisors Regulators and shareholder advisory firms have competing interests which must be carefully considered in the evaluation of incentive plans. Topic Regulators Shareholder Advisors General Attitude Reduce pay at risk and recapture pay if problems emerge Pay-for-performance, risk is good, focus on total shareholder return Risk Risk Off Risk On Return Lower Higher Horizon Long-term: 3-5 years Short-term: 1-3 years Opportunity Levels Decreased leverage Traditional higher leverage Measures Quality & Profit Profit TSR Dislike Desire STI vs. LTI Measures Ok to be the same Need to be different Robust Goals No Yes Shareholder Interests Rule No Yes Balance Incentive Risk Yes deferrals or performance adjustments No Time Vesting No Within limits Statutory Clawbacks (for restatements) Yes Yes Performance Clawbacks Yes, rules forthcoming Emerging issue Discretion Downward from maximum opportunity Limited percentage of LTI opportunity 40 Trends in Bank Compensation

42 Mandatory Deferrals Mandatory deferrals are one way for banks to mitigate risk and better align compensation with long-term firm performance. Employee groups subject to mandatory deferrals Eligibility is most commonly determined by title or job grade, but criteria can vary by firm At some banks, eligibility is determined by reaching an incentive threshold CEOs and NEOs/Executive Team are most likely to be subject to mandatory deferrals SVPs are next most common group No participants in McLagan s Mandatory Deferral Flash Survey indicated that all employees are subject to mandatory deferrals 41 Trends in Bank Compensation

43 Other Items

44 Management Say-on-Pay (MSOP) 2013 Proxy Season Only one bank within the Russell 3000 failed their MSOP vote East West Bancorp This compares to the 2012 proxy season where 4 banks failed their MSOP votes Impact of shareholder advisors in 2013 ISS recommended against votes for 18 banks Many companies were flagged by ISS and Glass Lewis for inadequate disclosure regarding shareholder engagement efforts following a year of perceived "low" vote results for an MSOP (i.e., below 70% for ISS, 75% for Glass Lewis). Special one-time compensation awards (equity or cash) received an increased amount of negative commentary from ISS this year (regardless of whether performance hurdles were added to such awards, and/or outstanding short and long-term performance justified such an award). ISS also has started reviewing year-over-year incentive plan metric changes (i.e., if the goal has been adjusted without adequate justification). Glass Lewis reports continue to contain inaccurate data at a fairly high rate, and conclusions and vote recommendations appear to be more subjective than in prior years (same fact patterns often yield very different results depending on the analyst). 43 Trends in Bank Compensation

45 Management Say-on-Pay (cont.) Overall ISS and Glass Lewis are becoming more nuanced in their say on pay evaluations. Their standards continue to evolve and become more complex, making it difficult for issuers to comply with all standards The most effective strategy for mitigating negative scrutiny from proxy advisory firms is to engage with top investors outside of the proxy season. This often translates into issuers passing SOP with results above 60%, even if one or both of the leading proxy advisory firms issues a negative vote recommendation. Important to speak to the proxy side of the house, not the investment side Find out if they follow advisory firm guidance or make independent evaluations Find out what is important to them as they make their decisions re: Say-on-Pay Listen first, tell second 44 Trends in Bank Compensation

46 Realizable Pay Beginning to see significant discussion about realizable pay Background Present compensation disclosure in the Summary Compensation Table reflects equity at grant date as well as retirement benefits on an accrual basis. The summary compensation table does not accurately reflect what an executive actually earns Equity has moved to performance-vested vs. time-vested Long-term interest rates have been at historically low The Conference Board has a position advocating the use of realizable pay analysis Goal of realizable pay To show how much compensation was actually received or earned in a given year Issues with implementation There is no common definition of what realizable pay is Example: how do you value mid-cycle stock options and performance-vested full value shares? There are five different definitions of realizable pay among the top executive advisory firms McLagan s Perspective This is an expensive analysis to develop This is likely to be a standard process in next two to five years 45 Trends in Bank Compensation

47 Questions? Copyright 2013 McLagan, an Aon Hewitt Company

Current Trends and Issues in Banking Compensation and Benefits Programs

Current Trends and Issues in Banking Compensation and Benefits Programs Current Trends and Issues in Banking Compensation and Benefits Programs November 18, 2014 Kristine Oliver Managing Director Kristine.Oliver@pearlmeyer.com 508.630.1550 What We ll Be Covering Today Compensation

More information

Executive and Director Compensation Trends and Best Practices

Executive and Director Compensation Trends and Best Practices QUALITY INDEPENDENT VALUE RELATIONSHIP EXPERTISE Executive and Director Compensation Trends and Best Practices MBA Annual Convention June 16-19, 2015 Grand Hotel, Mackinac Island Mr. Michael Blanchard

More information

Executive Compensation for Banks: Responding to Regulatory Perspectives while Ensuring Pay for Performance

Executive Compensation for Banks: Responding to Regulatory Perspectives while Ensuring Pay for Performance April 2014 Executive Compensation for Banks: Responding to Regulatory Perspectives while Ensuring Pay for Performance Daniel Rodda Lead Consultant Meridian Compensation Partners, LLC Phone: (770) 504-5946

More information

Trends in Executive Compensation and Loan Officer Incentive Arrangements

Trends in Executive Compensation and Loan Officer Incentive Arrangements Trends in Executive Compensation and Loan Officer Incentive Arrangements OBA HR Committee February 12, 2014 What We ll Be Covering Today Executive Compensation Trends Before, During, and After the Crisis

More information

Compensation Committee Checklist for Assessing Incentives and Risk

Compensation Committee Checklist for Assessing Incentives and Risk Compensation Committee Checklist for Assessing Incentives and Risk As Board Compensation Committees consider and finalize executive compensation arrangements for 2009, they will seek to confirm that the

More information

Incentive Design Guiding Principles and Trends

Incentive Design Guiding Principles and Trends Incentive Design Guiding Principles and Trends WACABA Meeting January 15, 2015 BILLY SCHULTZ TOWERS WATSON SENIOR CONSULTANT, EXECUTIVE COMPENSATION DIRECT: +1 703 258 7719 william.schultz@towerswatson.com

More information

Executive and Incentive Compensation

Executive and Incentive Compensation Executive and Incentive Compensation 1255 West 15th Street, Suite 830; Plano, TX 75075 / www.bcc-usa.com Attracting Quality Developing Loyalty Embracing Leadership Bank Compensation Consulting Offering

More information

Negotiating Executive Employment Agreements: Compensation and Benefits

Negotiating Executive Employment Agreements: Compensation and Benefits PLC WHAT S MARKET Negotiating Executive Employment Agreements: Compensation and Benefits The terms of an executive employment agreement, including the types of compensation and benefits included in the

More information

EXECUTIVE CHANGE IN CONTROL REPORT 2013 / 2014

EXECUTIVE CHANGE IN CONTROL REPORT 2013 / 2014 EXECUTIVE CHANGE IN CONTROL REPORT 2013 / 2014 ANALYSIS OF EXECUTIVE CHANGE IN CONTROL ARRANGEMENTS OF THE TOP 200 COMPANIES Prepared By The Compensation and Benefits Practice of Alvarez & Marsal Taxand,

More information

INCENTIVE PLAN PRACTICES

INCENTIVE PLAN PRACTICES May 2015 INCENTIVE PLAN PRACTICES ALIGNING EXECUTIVE PAY WITH PERFORMANCE FORWARD Dear Clients, Colleagues & Friends, We are pleased to present the Incentive Plan Practices report in collaboration with

More information

Executive Compensation Index

Executive Compensation Index Executive Compensation Index 8575 164th Avenue NE, Suite 100 Redmond, WA 98052 800-627-3697 www.erieri.com October 2014 About the Index The ERI Executive Compensation Index is a quarterly report that measures

More information

Equity Compensation Session

Equity Compensation Session Equity Compensation Session Current Environment & Hot Topics Current Environment for Executive Pay Evolution has replaced Revolution Executive pay decisions are more disciplined, better documented, and

More information

Community Bank Compensation Trends & Best Practices

Community Bank Compensation Trends & Best Practices QUALITY INDEPENDENT VALUE RELATIONSHIP EXPERTISE Community Bank Compensation Trends & Best Practices Matt Brei SVP & Partner Direct: 952 496 2221 matt@blanchardc.com September 22, 2014 Key Topics To Be

More information

Bonus Compensation Plans and Trends. MBA BEST Conference April 6-8 2016

Bonus Compensation Plans and Trends. MBA BEST Conference April 6-8 2016 QUALITY INDEPENDENT VALUE RELATIONSHIP EXPERTISE Bonus Compensation Plans and Trends MBA BEST Conference April 6-8 2016 Mr. Michael Blanchard CEO 770-672-6767 mike@blanchardc.com April 2016 Key Topics

More information

4/18/2016. Executive Compensation Update. Setting the Table

4/18/2016. Executive Compensation Update. Setting the Table Executive Compensation Update Darrick Mix April 15, 2016 DM3/3865345.1 Latest Developments in Executive Compensation Pay Ratio Disclosure Pay for Performance Disclosure Hedging Rules Dodd-Frank Clawback

More information

Executive and Director Compensation Trends November 6, 2014

Executive and Director Compensation Trends November 6, 2014 Executive and Director Compensation Trends November 6, 2014 Key Topics Trends in CEO Compensation Trends in Non-Employee Director Compensation Say on Pay Trends Dodd-Frank Update 1 CEO Compensation Among

More information

Goldman Sachs Compensation Practices. The Goldman Sachs Group, Inc. April 2011

Goldman Sachs Compensation Practices. The Goldman Sachs Group, Inc. April 2011 Goldman Sachs Compensation Practices The Goldman Sachs Group, Inc. April 2011 Cautionary Note on Forward-Looking Statements This presentation may include forward-looking statements. These statements represent

More information

Regulatory Practice Letter October 2011 RPL 11-23

Regulatory Practice Letter October 2011 RPL 11-23 Regulatory Practice Letter October 2011 RPL 11-23 Fed Report on Incentive Compensation Arrangements Horizontal Review Results Executive Summary In late 2009, the Federal Reserve Board ( Fed ) initiated

More information

Performance Metrics in Annual Incentive Plans

Performance Metrics in Annual Incentive Plans Performance Metrics in Annual Incentive Plans 2014 About Equilar Equilar is the leading provider of executive compensation and corporate governance data for corporations, nonprofits, consulting firms,

More information

STUDY OF 2012 SHORT- AND LONG-TERM INCENTIVE DESIGN CRITERION AMONG TOP 200 S&P 500 COMPANIES

STUDY OF 2012 SHORT- AND LONG-TERM INCENTIVE DESIGN CRITERION AMONG TOP 200 S&P 500 COMPANIES STUDY OF 2012 SHORT- AND LONG-TERM INCENTIVE DESIGN CRITERION AMONG TOP 200 S&P 500 COMPANIES December 13, 2013 James F. Reda & Associates A Division of Gallagher Benefit Services 1500 Broadway, 9th Floor

More information

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC.

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC. Adopted by the Board of Directors on July 24, 2007; and as amended June 13, 2014. Pursuant to duly

More information

BROADRIDGE FINANCIAL SOLUTIONS, INC. COMPENSATION COMMITTEE CHARTER. stock option or other equity participation plans;

BROADRIDGE FINANCIAL SOLUTIONS, INC. COMPENSATION COMMITTEE CHARTER. stock option or other equity participation plans; BROADRIDGE FINANCIAL SOLUTIONS, INC. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the Committee ) of the Board of Directors of Broadridge Financial Solutions, Inc., a Delaware

More information

Dodd-Frank for Foreign Financial Institutions and Publicly Traded Companies in the U.S.: An Update

Dodd-Frank for Foreign Financial Institutions and Publicly Traded Companies in the U.S.: An Update Dodd-Frank for Foreign Financial Institutions and Publicly The Dodd-Frank Wall Street Reform and Consumer Protection Act ( Dodd-Frank ), which was signed into law by President Obama on July 21, 2010, launched

More information

Trends and Best Practices with Non-Executive Pay. MBA BEST Bankers Education Summit and Trade Show April 24-26, 2013

Trends and Best Practices with Non-Executive Pay. MBA BEST Bankers Education Summit and Trade Show April 24-26, 2013 QUALITY INDEPENDENT VALUE RELATIONSHIP EXPERTISE Trends and Best Practices with Non-Executive Pay MBA BEST Bankers Education Summit and Trade Show April 24-26, 2013 Michael Blanchard CEO 678-461-9016 April

More information

The MC Academy The Employee Benefits and Executive Compensation Series EXECUTIVE COMPENSATION

The MC Academy The Employee Benefits and Executive Compensation Series EXECUTIVE COMPENSATION The MC Academy The Employee Benefits and Executive Compensation Series EXECUTIVE COMPENSATION July 30, 2013 Overview of Executive Compensation Practices And Trends Highlights Heightened focus on executive

More information

pro forma compensation

pro forma compensation pro forma compensation useful insight or window dressing? By David F. Larcker, Brian Tayan, and Youfei xiao july 28, 2015 introduction It has become commonplace for companies to issue supplementary disclosure

More information

Client Update Compensation Practices at Financial Institutions Targeted: Proposed Incentive Compensation Rules Aim to Curb Excessive Risk-Taking

Client Update Compensation Practices at Financial Institutions Targeted: Proposed Incentive Compensation Rules Aim to Curb Excessive Risk-Taking 1 Client Update Compensation Practices at Financial Institutions Targeted: Proposed Incentive Compensation Rules Aim to Curb Excessive Risk-Taking NEW YORK Michael P. Harrell mpharrell@debevoise.com Beth

More information

Praxair Continues to Deliver Strong Financial Performance

Praxair Continues to Deliver Strong Financial Performance , Inc. Supplemental Proxy For the Annual Meeting of Shareholders to be Held on April 28, 2015 ( Annual Meeting ) Dear Shareholder: We are asking for your support by voting as the Board of Directors recommends

More information

Corporate Governance & Compensation Practices at Goldman Sachs. The Goldman Sachs Group, Inc. April 2014

Corporate Governance & Compensation Practices at Goldman Sachs. The Goldman Sachs Group, Inc. April 2014 1 Corporate Governance & Compensation Practices at Goldman Sachs The Goldman Sachs Group, Inc. April 2014 2 Cautionary Note on Forward-Looking Statements This presentation may include forward-looking statements.

More information

Final Guidance on Sound Incentive Compensation Policies Applicable to Banking Organizations

Final Guidance on Sound Incentive Compensation Policies Applicable to Banking Organizations Final Guidance on Sound Incentive Compensation Policies Applicable to Banking Organizations The agencies responsible for supervising banking organizations have issued final guidance on sound incentive

More information

2015 U.S. Compensation Policies

2015 U.S. Compensation Policies 2015 U.S. Compensation Policies Frequently Asked Questions Effective for Meetings on or after February 1, 2015 Published February 9, 2015 www.issgovernance.com 2015 ISS Institutional Shareholder Services

More information

Hot Topics CEO Pay Ratio Disclosure: What Would It Take to Implement the SEC Proposal?

Hot Topics CEO Pay Ratio Disclosure: What Would It Take to Implement the SEC Proposal? Hot Topics CEO Pay Ratio Disclosure: What Would It Take to Implement the SEC Proposal? The Securities Exchange Commission (SEC) voted 3-2 on September 18, 2013, to issue a proposed rule to implement Section

More information

NOTICE OF ANNUAL MEETING OF

NOTICE OF ANNUAL MEETING OF NOTICE OF ANNUAL MEETING OF shareholders Framingham, Massachusetts April 13, 2015 Dear Shareholders, The Annual Meeting of Shareholders of Staples, Inc. will be held at the Umstead Hotel, 100 Woodland

More information

ISS s Equity Plan Scorecard: A New Era in Public Company Equity Compensation Plans

ISS s Equity Plan Scorecard: A New Era in Public Company Equity Compensation Plans ISS s Equity Plan Scorecard: A New Era in Public Company Equity Compensation Plans By: Ariadna Alvarez and Edward S. Sarnowski December 30, 2015 Publicly-traded companies often establish equity compensation

More information

SEC Proposes Compensation Clawback Rules Recovering Compensation Paid to Executive Officers in the Case of Restatements of Financial Statements

SEC Proposes Compensation Clawback Rules Recovering Compensation Paid to Executive Officers in the Case of Restatements of Financial Statements FREDER IC W. COO K & CO., INC. NEW YORK CHICAGO LOS ANGELES SAN FRANCISCO ATLANTA HOUSTON BOSTON SEC Proposes Compensation Clawback Rules Recovering Compensation Paid to Executive Officers in the Case

More information

July 23, 2015. Proposed Rules on Pay Versus Performance (Release No. 34-74835; File No. S7-07-15)

July 23, 2015. Proposed Rules on Pay Versus Performance (Release No. 34-74835; File No. S7-07-15) Mr. Brent J. Fields Secretary U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Proposed Rules on Pay Versus Performance (Release No. 34-74835; File No. S7-07-15) Dear Mr.

More information

Year one after the Ordinance against Excessive Compensation. Insights and Challenges. A Survey by SWIPRA

Year one after the Ordinance against Excessive Compensation. Insights and Challenges. A Survey by SWIPRA Year one after the Ordinance against Excessive Compensation Insights and Challenges A Survey by SWIPRA Zurich, November 18, 2014 Table of contents Basic information on the survey Investor behavior Compensation

More information

Executive Compensation in the Banking Industry

Executive Compensation in the Banking Industry Executive Compensation in the Banking Industry Emerging Trends and Best Practices 2014-2015 Independent Advice. Effective Solutions. About Meridian Meridian Compensation Partners, LLC is an independent

More information

Frederic W. Cook Mercer Human Resource Consulting Research on CEO Compensation for Business Roundtable

Frederic W. Cook Mercer Human Resource Consulting Research on CEO Compensation for Business Roundtable Background/Objectives Frederic W. Cook Mercer Human Resource Consulting Research on CEO Compensation for Business Roundtable The media has been flooded with many distorted, misleading and oftentimes erroneous

More information

Regulatory Practice Letter June 2012 RPL 12-11

Regulatory Practice Letter June 2012 RPL 12-11 Regulatory Practice Letter June 2012 RPL 12-11 Mortgage Rule Modifications under CFPB Consideration Executive Summary The Bureau of Consumer Financial Protection ( CFPB ) has announced that it intends

More information

Mortgage Officer Compensation

Mortgage Officer Compensation Mortgage Officer Compensation and Pay Trends Survey January 2011 Survey Results Table of Contents We conducted an online survey of Mortgage Officer compensation in Fall 2010. A total of 65 banks completed

More information

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 04.07.14

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 04.07.14 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 04.07.14 PURPOSE The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Transgenomic, Inc.,

More information

HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER

HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER I. Purpose The purposes of the HR and Compensation Committee (the Committee ) of the Board of Directors (the Board ) of HP Inc. ( HP ) are:

More information

Structuring Long-Term Incentive Plans for Privately Held Companies. September 12, 2013

Structuring Long-Term Incentive Plans for Privately Held Companies. September 12, 2013 Structuring Long-Term Incentive Plans for Privately Held Companies September 12, 2013 Speakers Denver Compensation & Benefits, LLC John Schultz, Managing Director Brennan Rittenhouse, Manager 2 Agenda

More information

2013 Canadian Pay for Performance Methodology. Frequently Asked Questions

2013 Canadian Pay for Performance Methodology. Frequently Asked Questions 2013 Canadian Pay for Performance Methodology Frequently Asked Questions January 23, 2013 BE SURE TO CHECK OUR WEBSITE FOR THE LATEST VERSION OF THIS DOCUMENT BEFORE RELYING ON THE GUIDANCE HEREIN Institutional

More information

Equity Incentive Plans Extending US- and UK-based Plans Across the Pond

Equity Incentive Plans Extending US- and UK-based Plans Across the Pond Equity Incentive Plans Extending US- and UK-based Plans Across the Pond Andrew Stanger Partner +44 20 3130 3934 astanger@mayerbrown.com James C. Williams Partner +1 312 701 8139 jcwilliams@mayerbrown.com

More information

Value and Valuation: Making Sense of Long-Term Incentive Data. Terry Adamson, CEP Fred Whittlesey, CEP, CCP, CECP

Value and Valuation: Making Sense of Long-Term Incentive Data. Terry Adamson, CEP Fred Whittlesey, CEP, CCP, CECP Value and Valuation: Making Sense of Long-Term Incentive Data Terry Adamson, CEP Fred Whittlesey, CEP, CCP, CECP Presentation Outline This is Important if Statement of the Problem History of LTI Valuation

More information

Figure 1: Number of Short-Term Incentive Plans Among Private and Public Companies

Figure 1: Number of Short-Term Incentive Plans Among Private and Public Companies Incentive-Pay Practices at Public and By Bonnie W. Schindler, CECP, Susan Schroeder, CECP, Vivient Consulting; Sheila C. Sever, CCP, and Gregory A. Stoskopf, CCP, Deloitte Consulting Do incentive-pay practices

More information

Inside The SEC Pay Ratio Disclosure Proposal

Inside The SEC Pay Ratio Disclosure Proposal Portfolio Media. Inc. 860 Broadway, 6th Floor New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +1 646 783 7161 customerservice@law360.com Inside The SEC Pay Ratio Disclosure Proposal Law360,

More information

Trends and Best Practices for Compensation and Incentive Programs 2011 Pearl Meyer & Partners Banking Compensation Survey Findings October 20, 2011

Trends and Best Practices for Compensation and Incentive Programs 2011 Pearl Meyer & Partners Banking Compensation Survey Findings October 20, 2011 Trends and Best Practices for Compensation and Incentive Programs 2011 Pearl Meyer & Partners Banking Compensation Survey Findings October 20, 2011 What We ll Be Covering Today Highlights from Pearl Meyer

More information

2013 Survey Findings & Current Trends / Best Practices Bank Director Compensation & Governance Practices Survey

2013 Survey Findings & Current Trends / Best Practices Bank Director Compensation & Governance Practices Survey 2013 Survey Findings & Current Trends / Best Practices Bank Director Compensation & Governance Practices Survey Banking gcompensation o Survey Emerging Trends and Issues Impacting Executive Compensation

More information

The Procter & Gamble Company Board of Directors Compensation & Leadership Development Committee Charter

The Procter & Gamble Company Board of Directors Compensation & Leadership Development Committee Charter The Procter & Gamble Company Board of Directors Compensation & Leadership Development Committee Charter I. Purposes. The Compensation and Leadership Development Committee (the Committee ) is appointed

More information

Long Term Incentive Plan

Long Term Incentive Plan Long Term Incentive Plan Overview This, the fourth in a series will address the elements of a long-term incentive plan. Over the past few years the predominant reward vehicle for long-term performance

More information

FDIC Approves Rules to Implement Dodd-Frank Limits on Incentive Pay Risk at Financial Institutions

FDIC Approves Rules to Implement Dodd-Frank Limits on Incentive Pay Risk at Financial Institutions February 22, 2011 FDIC Approves Rules to Implement Dodd-Frank Limits on Incentive Pay Risk at Financial Institutions New Mandatory Deferrals for Executive Officers of Biggest Institutions Moving the U.S.

More information

Executive Compensation

Executive Compensation Executive Compensation Bulletin Enduring High-Performing Companies Take the Road Less Traveled in Executive Compensation Design Melissa Costa and Todd Lippincott, Towers Watson July 15, 2014 Companies

More information

Compensation Risk Disclosure What Are Companies Doing? A Study of S&P 500 Companies

Compensation Risk Disclosure What Are Companies Doing? A Study of S&P 500 Companies Compensation Risk Disclosure What Are Companies Doing? A Study of S&P 500 Companies Introduction The topic of risk has taken center stage this year - executives are more aware of it, directors are more

More information

Report of the Compensation and Benefits Committee

Report of the Compensation and Benefits Committee Report of the Compensation and Benefits Committee The Compensation Committee has four members and met four times during the year 2014. The Compensation Committee is comprised solely of non-employee directors,

More information

Governance. Table 1: Remuneration Policy for Executive Directors. Basic salary. Purpose and how it supports the Group s strategic objectives

Governance. Table 1: Remuneration Policy for Executive Directors. Basic salary. Purpose and how it supports the Group s strategic objectives Introduction This section of the report sets out the details of the Remuneration Policy for Executive and Non-Executive Directors of the Company and will be proposed for approval by shareholders at the

More information

DIPLOMAT PHARMACY, INC. Compensation Committee Charter

DIPLOMAT PHARMACY, INC. Compensation Committee Charter DIPLOMAT PHARMACY, INC. Compensation Committee Charter CORPORATE GOVERNANCE Effective as of March 18, 2015 COMPENSATION COMMITTEE CHARTER PURPOSE The purpose of the Compensation Committee (the Committee

More information

Structuring Effective Long-Term Incentive Plans. March 5, 2014

Structuring Effective Long-Term Incentive Plans. March 5, 2014 Structuring Effective Long-Term Incentive Plans March 5, 2014 Speakers Compensation & Benefit Solutions, LLC John K. Schultz, J.D., LL.M, Managing Director James A. Deets, J.D., Director 2 Overview of

More information

Barrett Business Services, Inc. Charter for the Compensation Committee

Barrett Business Services, Inc. Charter for the Compensation Committee Purposes The purposes of the Compensation Committee (the "Committee") are to discharge the responsibilities delegated by the Board of Directors (the "Board") with respect to the Company's compensation

More information

Oceaneering International, Inc. Corporate Governance Guidelines

Oceaneering International, Inc. Corporate Governance Guidelines Oceaneering International, Inc. Corporate Governance Guidelines 1. Director Qualifications The Company s Bylaws provide that the Board of Directors (the Board ) will not be less than three nor more than

More information

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014 GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Amended: December 9, 2014 Introduction The Board of Directors (the Board ) of Great Plains Energy Incorporated (the Company

More information

Executive Compensation and Incentives

Executive Compensation and Incentives Executive Compensation and Incentives Professor David F. Larcker Center for Leadership Development & Research Stanford Graduate School of Business Executive Compensation The compensation program serves

More information

RE: Truth in Lending Act (Regulation Z) Loan Originator Compensation Docket # CFPB 2012-0037

RE: Truth in Lending Act (Regulation Z) Loan Originator Compensation Docket # CFPB 2012-0037 October 16, 2012 Ms. Monica Jackson Office of the Executive Secretary Bureau of Consumer Financial Protection 1700 G Street NW Washington, D.C. 20552 RE: Truth in Lending Act (Regulation Z) Loan Originator

More information

Important Information about Initial Public Offerings

Important Information about Initial Public Offerings Robert W. Baird & Co. Incorporated Important Information about Initial Public Offerings Baird has prepared this document to help you understand the characteristics and risks associated with investing in

More information

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES Approved by the Board on December 12, 2012, as amended on March 6, 2013 and September 3, 2014 The following Corporate Governance Guidelines have been

More information

Client Alert October 22, 2008

Client Alert October 22, 2008 Client Alert October 22, 2008 The Emergency Economic Stabilization Act of 2008, Part II: The Evolving Rules on Executive Compensation The Emergency Economic Stabilization Act of 2008 (EESA) was signed

More information

SEC Adopts New Rules Regarding Executive and Director Compensation and Related Party Transaction Disclosure Rules. September 2006

SEC Adopts New Rules Regarding Executive and Director Compensation and Related Party Transaction Disclosure Rules. September 2006 SEC Adopts New Rules Regarding Executive and Director Compensation and Related Party Transaction Disclosure Rules September 2006 Adoption of New Rules On August 11, 2006 the SEC published new rules regarding

More information

Post-Modern Pay. Developing Unique Compensation Strategies in the Era of Universal Solutions. Consulting Talent & Rewards

Post-Modern Pay. Developing Unique Compensation Strategies in the Era of Universal Solutions. Consulting Talent & Rewards Consulting Talent & Rewards Post-Modern Pay Developing Unique Compensation Strategies in the Era of Universal Solutions By Todd McGovern and Tom Williams The Evolving Landscape While developing an executive

More information

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15)

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15) The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance (Rev. 5/11/15) THE KROGER CO. BOARD OF DIRECTORS GUIDELINES ON ISSUES OF CORPORATE GOVERNANCE The Kroger Co. Board of Directors

More information

DIRECTORS REMUNERATION POLICY

DIRECTORS REMUNERATION POLICY DIRECTORS REMUNERATION POLICY Directors Remuneration Policy PageGroup is a global business that operates in a cyclical industry in which the retention of key executives and management continuity is critical

More information

Private Company Incentive Pay Practices. research. A Research Report by WorldatWork and Vivient Consulting October 2007

Private Company Incentive Pay Practices. research. A Research Report by WorldatWork and Vivient Consulting October 2007 Private Company Incentive Pay Practices research A Research Report by WorldatWork and Vivient Consulting October 2007 About WorldatWork Media Contact: Marcia Rhodes 14040 N. Northsight Blvd. Scottsdale,

More information

Governance Principles

Governance Principles Governance Principles copyright 201 general electric company Governance Principles The following principles have been approved by the board of directors and, along with the charters and key practices of

More information

Proxy Chat. Discussion of Pitney Bowes Executive Compensation. April 4, 2013

Proxy Chat. Discussion of Pitney Bowes Executive Compensation. April 4, 2013 Proxy Chat Discussion of Pitney Bowes Executive Compensation April 4, 2013 1 Background Following the majority vote by stockholders against our Say-on-Pay vote at our 2012 annual meeting, the Executive

More information

COMPENSATION COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER COMPENSATION COMMITTEE CHARTER Amended and Restated by the Board of Directors of Lam Research Corporation on May 15, 2014 Purpose The purpose of the Compensation Committee (the Committee ) of Lam Research

More information

A Closer Look The Dodd-Frank Wall Street Reform and Consumer Protection Act

A Closer Look The Dodd-Frank Wall Street Reform and Consumer Protection Act A Closer Look The Dodd-Frank Wall Street Reform and Consumer Protection Act To view our other A Closer Look pieces on Dodd-Frank, please visit www.pwcregulatory.com Part of an ongoing series Incentive-Based

More information

MORGAN STANLEY Financial Supplement - 4Q 2015 Table of Contents

MORGAN STANLEY Financial Supplement - 4Q 2015 Table of Contents Page # MORGAN STANLEY Financial Supplement - 4Q 2015 Table of Contents 1. Quarterly Consolidated Financial Summary 2. Quarterly Consolidated Income Statement Information 3. Quarterly Consolidated Financial

More information

AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015)

AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015) AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015) 1) Director Qualifications A significant majority of the Board of Directors shall consist of independent,

More information

Corporate Governance Principles. February 23, 2015

Corporate Governance Principles. February 23, 2015 Corporate Governance Principles February 23, 2015 The Board of Directors (the Board ) of The Boeing Company ( Boeing or the Company ) has adopted the following corporate governance principles (the Principles

More information

ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Corporate Governance Guidelines As Amended and Restated on February 8, 2012

ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Corporate Governance Guidelines As Amended and Restated on February 8, 2012 ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Corporate Governance Guidelines As Amended and Restated on February 8, 2012 1. Composition of the Board and Board Membership Criteria The

More information

PERFORMANCE-BASED EQUITY PRACTICES WITHIN LARGE BIOPHARMA

PERFORMANCE-BASED EQUITY PRACTICES WITHIN LARGE BIOPHARMA PERFORMANCE-BASED EQUITY PRACTICES WITHIN LARGE BIOPHARMA By Ed Speidel, Senior Vice President and Rob Surdel, Assistant Vice President Whether owed to regulatory and investor pressure, or simply a reflection

More information

Governance Principles

Governance Principles Governance Principles copyright 2013 general electric company Governance Principles The following principles have been approved by the board of directors and, along with the charters and key practices

More information

IPS RIA, LLC CRD No. 172840

IPS RIA, LLC CRD No. 172840 IPS RIA, LLC CRD No. 172840 ADVISORY CLIENT BROCHURE 10000 N. Central Expressway Suite 1100 Dallas, Texas 75231 O: 214.443.2400 F: 214-443.2424 FORM ADV PART 2A BROCHURE 1/26/2015 This brochure provides

More information

Step 1: Decide Which Characteristics Your Organization and its Executive Compensation Peers Should Share

Step 1: Decide Which Characteristics Your Organization and its Executive Compensation Peers Should Share Executive compensation decision-making involves a large number of factors, including external pay comparability, internal equity, affordability, market pay practices, talent scarcity and regulatory requirements.

More information

SEC PROPOSES RULES REGARDING "PAY VERSUS PERFORMANCE" DISCLOSURES

SEC PROPOSES RULES REGARDING PAY VERSUS PERFORMANCE DISCLOSURES May 1, 2015 SEC PROPOSES RULES REGARDING "PAY VERSUS PERFORMANCE" DISCLOSURES To Our Clients and Friends: On April 29, 2015, the Securities and Exchange Commission ("SEC" or "Commission") voted, 3-2, to

More information

Alternative Approaches to Executive Compensation

Alternative Approaches to Executive Compensation Alternative Approaches to Executive Compensation 2014 New England Chapter Annual Conference October 3, 2014 Bill Enck, CPA, CPC, APA BerryDunn Joseph E. Marx, CPA Principal Financial Group Today s Agenda

More information

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF OOMA, INC.

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF OOMA, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF OOMA, INC. (Adopted and approved on June 3, 2015 and effective as of the Company s initial public offering) PURPOSE The primary purpose

More information

KPMG s Guide to Directors Remuneration 2013 kpmg.co.uk

KPMG s Guide to Directors Remuneration 2013 kpmg.co.uk PEOPLE SERVICES PEOPLE SERVICES KPMG s Guide to Directors Remuneration 2013 kpmg.co.uk HIGHLIGHTS THE KEY HIGHLIGHTS OF THIS YEAR S GUIDE ARE: BASIC SALARY The number of companies with a basic salary freeze

More information

Frederic W. Cook & Co., Inc. SEC PROPOSALS ON EXECUTIVE COMPENSATION DISCLOSURE

Frederic W. Cook & Co., Inc. SEC PROPOSALS ON EXECUTIVE COMPENSATION DISCLOSURE Frederic W. Cook & Co., Inc. New York Chicago Los Angeles San Francisco February 1, 2006 SEC PROPOSALS ON EXECUTIVE COMPENSATION DISCLOSURE On, January 27 th, the SEC issued proposed rules that would make

More information

Wells Fargo UK Remuneration Disclosures as of 31 December 2015

Wells Fargo UK Remuneration Disclosures as of 31 December 2015 31 December 2015 Wells Fargo UK Remuneration Disclosures as of 31 December 2015 The Capital Requirements Directive ( CRD IV ) of the European Union ( EU ) came into effect on 1 January 2014. CRD IV builds

More information

January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities 2. Selection of Chairman 3.

January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities 2. Selection of Chairman 3. January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities The role of the Board is to oversee the management of the Corporation and to represent the interests of all

More information

2014 Pay-for-Performance Survey for Public Companies

2014 Pay-for-Performance Survey for Public Companies 2014 Pay-for-Performance Survey for Public Companies Executive Compensation Flash Survey Findings Research Services October 2014 2014 Towers Watson. All rights reserved. Overview In the say-on-pay era,

More information

The New Proxy Disclosure Tables: What Goes Where?

The New Proxy Disclosure Tables: What Goes Where? Reproduced with permission from Benefits Practice Center, Executive Compensation Library, Journal Reports: Law & Policy, http://www.bna.com/products/eb/bpcw.htm (Nov. 2006). Copyright 2006 by The Bureau

More information

Small Business Review Panel and Cost of Credit Consultation for Residential Mortgage Loan Origination Standards Rulemaking

Small Business Review Panel and Cost of Credit Consultation for Residential Mortgage Loan Origination Standards Rulemaking Small Business Review Panel and Cost of Credit Consultation for Residential Mortgage Loan Origination Standards Rulemaking DISCUSSION ISSUES FOR SMALL ENTITY REPRESENTATIVES To help frame the small entity

More information

2U, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY

2U, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY 2U, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of 2U, INC.,

More information

June 2016 $995.00. 2016 CEO Pay Trends. An Equilar Publication. Featured Commentary by Meridian Compensation Partners, LLC

June 2016 $995.00. 2016 CEO Pay Trends. An Equilar Publication. Featured Commentary by Meridian Compensation Partners, LLC June 2016 $995.00 2016 CEO Pay Trends An Equilar Publication Featured Commentary by Meridian Compensation Partners, LLC CEO Pay Trends 2016 Equilar TrueView Benchmark with the best. Data. Equilar is the

More information

HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER

HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK Main Responsibilities: CHARTER ~~ Responsible for Management s Performance Evaluation, Compensation and Succession Planning

More information

PROPOSED SEC RULES COULD LIMIT CARRIED INTEREST AND INCENTIVE COMPENSATION PAID BY PRIVATE EQUITY FIRMS

PROPOSED SEC RULES COULD LIMIT CARRIED INTEREST AND INCENTIVE COMPENSATION PAID BY PRIVATE EQUITY FIRMS PROPOSED SEC RULES COULD LIMIT CARRIED INTEREST AND INCENTIVE COMPENSATION PAID BY PRIVATE EQUITY FIRMS Elizabeth Pagel Serebransky, Michael P. Harrell, Jonathan F. Lewis and Charity Brunson Wyatt* While

More information