Harvard Corporate Governance

DECEMBER 14, 2022

The new requirements consist of three components: (i) a pay-versus-performance table that includes metrics from the previous five fiscal years such as CEO and NEO compensation “actually paid,” cumulative total shareholder return (TSR) for the company and its peer groups, financial performance measures and the company’s net income; (ii) a description (..)

Total Shareholder Return 154

Total Shareholder Return 154

Harvard Corporate Governance

APRIL 3, 2023

Posted by Kelly Malafis, John Swift, and Matthew Schwarcz, Compensation Advisory Partners, on Monday, April 3, 2023 Editor's Note: Kelly Malafis is a Founding Partner and John Swift and Matthew Schwarcz are Analysts at Compensation Advisory Partners. This post is based on their CAP memorandum. and also made observations on unique findings.

Total Shareholder Return 249

Total Shareholder Return Marketability 249

Harvard Corporate Governance

OCTOBER 3, 2023

Posted by Linda Pappas, Jose Lawani, and Perla Cuevas, Pay Governance LLP, on Tuesday, October 3, 2023 Editor's Note: Linda Pappas is Principal, and Jose Lawani and Perla Cuevas are Consultants at Pay Governance LLC. Our findings show that the 2022 and 2023 SOP seasons run counter to this premise for S&P 500 Index companies.

Total Shareholder Return 129

Total Shareholder Return 129

Harvard Corporate Governance

SEPTEMBER 10, 2024

Based on our analysis of these data, this article places into context the recent results of the 2024 SOP season compared to historical trends.

Total Shareholder Return 157

Total Shareholder Return 157

Harvard Corporate Governance

SEPTEMBER 19, 2024

Support for management say-on-pay proposals remained high The number of failed say-on-pay votes reached a ten-year low across both the S&P 500 and the Russell 3000 Overall shareholder support averaged 90% among the S&P 500 and 91% among the Russell 3000 in H1 2024 (vs.

Total Shareholder Return 144

Total Shareholder Return Equity 144

Harvard Corporate Governance

MARCH 7, 2023

Posted by Aubrey Bout, Perla Cuevas, and Brian Wilby, Pay Governance LLC, on Tuesday, March 7, 2023 Editor's Note: Aubrey Bout is a Managing Partner and Perla Cuevas and Brian Wilby are Consultants at Pay Governance LLC. Similarly in 2021, the S&P 500 total shareholder return (TSR) increased +29%.

Total Shareholder Return 160

Total Shareholder Return 160

Harvard Corporate Governance

FEBRUARY 17, 2024

Executive Summary In 2022, median CEO actual total direct compensation (TDC)* among S&P 500 companies was flat, in line with a substantial decrease (-18%) in total shareholder return (TSR).

Total Shareholder Return 150

Total Shareholder Return 150

Harvard Corporate Governance

JANUARY 18, 2024

We also discuss other guidance and updates for the 2024 proxy season including requirements relating to compensation clawbacks, reminders relating to advance notice bylaws and officer exculpation amendments, a roundup of shareholder proposal trends for the 2023 proxy season, and updated proxy advisor guidance for the 2024 proxy season.

Total Shareholder Return 129

Total Shareholder Return 129

Harvard Corporate Governance

SEPTEMBER 19, 2022

For most public companies, including calendar-year public companies whose fiscal year ends on December 31, this disclosure will be required beginning with their next annual proxy statement to be filed with the SEC in 2023. more…).

Total Shareholder Return 120

Total Shareholder Return 120

Harvard Corporate Governance

OCTOBER 9, 2023

Richman, Mayer Brown LLP, on Monday, October 9, 2023 Editor's Note: Laura D. On August 25, 2023, two SEC compliance and disclosure interpretations (“C&DI”) were issued related to these quarterly disclosures. [1] Posted by Laura D. Richman is a Counsel at Mayer Brown LLP. This post is based on a Mayer Brown memorandum by Ms.

Total Shareholder Return 188

Total Shareholder Return Equity Compliance Marketability 188

Harvard Corporate Governance

NOVEMBER 9, 2022

In addition to the columns for executive compensation outlined above, the new table will include the following metrics for company performance: The company’s total shareholder return (TSR), The TSR of the company’s self-selected peer group, The company’s net income, and. Measuring the Performance Element.

Equity 220

Equity Total Shareholder Return Compliance Marketability 220

Cooley M&A

JANUARY 30, 2024

As we look ahead to the 2024 proxy season (and beyond), let’s review the key 2023 trends and developments from activism playbooks, with a sharp focus on the ever-changing landscape in the technology and healthcare sectors. 4] Activists won 134 board seats globally in 2023, a 30% increase from 2022. Momentum building for 2024?

Market Capitalization 52

Market Capitalization Equity Marketability Total Shareholder Return 52

Global Finance

AUGUST 6, 2024

For example, a 2022 McKinsey study found that “green leaders” in the chemicals market doubled their total shareholder return compared to “green laggards.” Labovitz : There is growing evidence that focusing on sustainability leads to the company’s stock outperforming the broader market.

Marketability 119

Marketability Total Shareholder Return Finance Corporate Finance 119

Reynolds Holding

NOVEMBER 30, 2023

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs, relating to the final pay-versus-performance (PVP) disclosure rules adopted last year. Answer: No.

Compliance 40

Compliance Total Shareholder Return Dividends Market Capitalization 40

Benzinga

FEBRUARY 29, 2024

Full Year 2023 Highlights 1 Revenues of $763.8 million acquisition of Infinite ID Fourth Quarter 2023 Highlights 1 Revenues of $202.6 Full Year 2023 Highlights 1 Revenues of $763.8 million acquisition of Infinite ID Fourth Quarter 2023 Highlights 1 Revenues of $202.6 million Net Income of $37.3 million, after the $217.7

EBITDA 40

EBITDA Dividends Technology Total Shareholder Return 40

M&A Leadership Council

AUGUST 1, 2023

Large public companies are generally expected to link their CEO pay to total shareholder return over one to three years, whereas a new start-up will tend to focus more on sales growth. Bonus pay may be hard to align following a merger between one firm with huge bonuses and another one with none.

Total Shareholder Return 52

Total Shareholder Return Mergers & Acquisitions Start-ups Equity 52

Reynolds Holding

FEBRUARY 4, 2024

The NYSE and Nasdaq adopted listing standards last year to implement the SEC’s clawback rule – these standards became effective on October 2, 2023, and listed companies had until December 1, 2023 to adopt a compliant clawback policy. A failure to timely cure noncompliance will also result in delisting.

Total Shareholder Return 45

Total Shareholder Return Finance Marketability 45

Benzinga

APRIL 12, 2023

Triton common shareholders to receive consideration valued at $85 per share, including $68.50 For our long-term shareholders, this transaction crystalizes a total shareholder return of approximately 700% since the 2016 merger of Triton and TAL International. in cash and $16.50

Total Shareholder Return 40

Total Shareholder Return Capital Structure Enterprise Value Dividends 40

Reynolds Holding

DECEMBER 10, 2023

Part of the board’s responsibility is to ensure capital allocation decisions are made with a rationale founded in creating good long-term total shareholder returns. The board needs to manage the conflicts between the agents, the principals and indeed between the longer and shorter-term shareholders within the principals.

Dividends 45

Dividends Total Shareholder Return Corporate Finance Finance 45

Benzinga

FEBRUARY 29, 2024

billion for the year ended December 31, 2023, the transaction is expected to deliver at least $50 million in run-rate synergies, implying immediate double-digit EPS accretion on a run-rate synergy basis. Building on pro forma combined revenue of $1.5

Total Shareholder Return 40

Total Shareholder Return Technology Equity Marketability 40

Reynolds Holding

MARCH 1, 2023

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. If the Effective Date is November 28, 2023, then the deadline to comply will be January 27, 2024.

Compliance 45

Compliance Total Shareholder Return Finance Equity 45

Reynolds Holding

MARCH 6, 2024

Conceptually, it posits that a corporation increasing shareholder wealth produces jobs and innovative goods and services for consumers, lowers prices consumers will pay, and brings prosperity to communities in which the shareholders and workers live, with all kinds of derivative benefits such as increased tax revenue. headquarters).

Total Shareholder Return 53

Total Shareholder Return Marketability 53

Reynolds Holding

SEPTEMBER 6, 2022

footnote disclosure to the table for any amounts deducted and added to total compensation of the NEOs to determine the amount of compensation “actually paid” (as described below) and certain related assumptions, as well as the name of each CEO and other NEO included in table for each year and the fiscal year for which they were included.

Total Shareholder Return 45

Total Shareholder Return Equity Dividends Market Capitalization 45

Reynolds Holding

MARCH 5, 2023

Moreover, if PVP disclosure was required in a Form 10 (and its accompanying “information statement”), it would not be possible to complete column (f) of the PVP table with respect to the company’s total shareholder return (TSR), since the spin-off company would not have been publicly traded for any of the years covered by the PVP table.

Equity 45

Equity Dividends Total Shareholder Return Corporate Finance 45

Reynolds Holding

AUGUST 30, 2023

While traditional activism focused on short-term profit, stock price and total shareholder return (TSR) continues, a new set of activists has emerged, galvanized by climate and other environmental, employee/human capital, social and governance concerns. This post comes to us from Wachtell, Lipton, Rosen & Katz.

Dividends 40

Dividends Equity Total Shareholder Return Marketability 40

Harvard Corporate Governance

MARCH 27, 2025

Key Findings Performance: 2024 median financial performance as measured by revenue, earnings before interest and taxes (EBIT), and earnings per share (EPS) was generally flat and consistent with 2023 performance. One-year total shareholder return (TSR) was up double digits year-over-year (+15.2%).

EBIT 167

EBIT Total Shareholder Return 167

Harvard Corporate Governance

JANUARY 28, 2025

In 2023, median CEO actual total direct compensation (TDC)* among S&P 500 companies was $16.1M, reflecting an increase of 14% from prior year, driven by an uptick in long-term incentive (LTI) levels. The substantial rise in CEO TDC is aligned with a notable 26% increase in 2023 total shareholder return (TSR).

Total Shareholder Return 111

Total Shareholder Return 111

Cooley M&A

JANUARY 30, 2025

Setting the stage: 2024 by the numbers [1] Technology remains the top target Similar to levels in 2023, the top sectors targeted by activists in 2024 were technology (24%), healthcare (13%), industrials (18%), and communication and media (13%). With the 2025 proxy season in full swing, lets take a fresh look at the landscape.

Total Shareholder Return 93

Total Shareholder Return Marketability Technology 93