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Key Considerations for the 2024 Proxy Season

Harvard Corporate Governance

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.

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Ex-NYSE Regulatory Chief Labovitz On Launching Green Stock Market

Global Finance

If GIX gets the green light from the US Securities and Exchange Commission, it plans to kick off trading in 2025. For example, a 2022 McKinsey study found that “green leaders” in the chemicals market doubled their total shareholder return compared to “green laggards.” And it’s a global initiative, too.

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Skadden Discusses New SEC Pay-Versus-Performance Compliance & Disclosure Interpretations

Reynolds Holding

With respect to a registrant providing initial Pay versus Performance disclosure in its 2023 proxy statement for three years (as permitted by Instruction 1 to Item 402(v) of Regulation S-K), may the registrant present the peer group total shareholder return for each of the three years using the 2022 peer group? Answer: No.

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2024 U.S. Proxy Season: Recent Proxy and Annual Report Developments

Harvard Corporate Governance

SRCs with a June 30 fiscal year-end have until their Form 10-K or 20-F for the fiscal year ending June 30, 2025 to provide their first annual disclosures. Companies, other than SRCs, with a June 30 fiscal year-end, have until their Form 10-K or 20-F for the fiscal year ending June 30, 2024 to first provide the new annual disclosures.

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Davis Polk Discusses NYSE and Nasdaq Clawback Rule Proposal

Reynolds Holding

Financial reporting measures also include stock price and total shareholder return (TSR). 3 Example : If the restatement is required in 2027, then the clawback would apply to compensation received in 2024, 2025 and 2026.A What if the incentive-based compensation is based on stock price or Total Shareholder Return (TSR)?

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Early Filers: Bonuses Up Amid Flat Financial Performance

Harvard Corporate Governance

Posted by Lauren Peek and Joanna Czyzewski, Compensation Advisory Partners, on Thursday, March 27, 2025 Editor's Note: Lauren Peek is a Partner and Joanna Czyzewski is a Principal at Compensation Advisory Partners. One-year total shareholder return (TSR) was up double digits year-over-year (+15.2%).

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Demonstrating Alignment of CEO Pay and Performance

Harvard Corporate Governance

Posted by Ira Kay and Max Jaffe, Pay Governance LLC, on Monday, February 24, 2025 Editor's Note: Ira Kay is a Managing Partner and Mike Kesner is a Partner at Pay Governance LLC. This post is based on their Pay Governance memorandum. Introduction Realizable pay (“RP) is composed of cash compensation paid (e.g., more…)