Say-on-pay votes remain a critical way for shareholders to express discontent with executive compensation packages. But they also act as a barometer for shareholder dissatisfaction with the board. Gauging how investors might vote on say on pay ahead of the company’s annual meeting can help avoid an embarrassing or contentious director reelection vote or other…
The #MeToo movement has led directors to take a harder look at internal policies around harassment, including whether they need the ability to claw back the pay of an executive who is entangled in a sexual misconduct scandal. Indeed, boards wield an incredibly important sword in clawbacks, and it can protect directors if a matter…
Once an unusual occurrence, CEOs’ stepping down to take board or executive chair positions while new, typically first-time CEO replacements get their bearings has become routine in recent years. In an orderly internal transition, the move is thought to signal stability to customers, key clients, employees and investors, and often lasts about one or two…
Missing one regular in-person board meeting and two telephone audit committee meetings was enough to drive Eric Rose’s attendance on the Abiomed board down to 70%. Prior to 2018, Rose, a heart surgeon and researcher, had attended all board and audit committee meetings since he joined the board in 2014. However, his difficult 2018 schedule and lackluster attendance…
New interpretive guidance from the Securities and Exchange Commission (SEC) in February 2018 makes it clear that staff there will be paying increased attention to cybersecurity risks and how well publicly traded companies are disclosing them. Concern among investors, customers, and regulators about data protection and infrastructure safety continues to grow. A robust cybersecurity program…
As board evaluation processes mature, directors are becoming more willing to conduct in-depth evaluations of their peers and the full board, including asking members of management to describe their perspective on the board’s overall effectiveness via a third-party consultant. Though management’s input was once thought to be an unnecessary source of information, boards and consultants…
Boards are stuffing audit committees with new directors who have deep financial backgrounds as well as digital and e-commerce experience. Directors appointed to the boards of such companies as Becton Dickinson Co., Chesapeake Energy, GameStop, JetBlue Airways, MGM Resorts International, PulteGroup and United Rentals during the past four weeks have also been assigned to serve on audit committees, according to intelligence from SEC filings…
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