Executive Pay and Loyalty

New: see ERISAcloud.com for retirement and welfare plan updates, 
        from a compliance, litigation, and risk management perspective

New Developments >>> revised 2015.May.12

Updates?  Sign-up to receive monthly updates   For immediate updates: Mark Poerio @ LinkedIn.

2015.April.29  SEC Proposes Pay-for-Performance Disclosure Rules
See: Pay for Performance Home Page SEC Release with Rule Proposal; SEC Press Release and Fact Sheet.

2015.Feb.26  Being Smart about CD&A Presentations 
Over the past several years, public companies have seen their proxy statement disclosure of executive compensation evolve from an exercise in thoroughness to a challenge about how best to convince shareholders that sound decisions effectuate a pay-for-performance regimen. The highest premiums attach to (1) starting with effective summaries, (2) including visual support, and (3) being proactive to defuse red flag items within the summary compensation table.  For some thought provoking ideas, see "Innovations in CD&A Design: A Proxy Disclosure Analysis- a joint report from Equilar and RR Donnelley.

2015.Feb.11  2015 ISS Policy FAQs re Executive Compensation and Stock Plan Proposals
The ISS FAQs for 2015 shareholder meetings are organized as follows 
. . . continued at Proxy Advisors.
      >>> See also ISS re Shareholder Approval of Stock Plans.

2015.Feb.10  SEC No-Fault Clawback Succeeds in Settlement (vs. Saba Executives).  This SEC announcement of clawbacks totaling about $500,000 from two executives, who were not charged with wrongdoing, warns that . . .  continued at Clawback Enforcement (SOX 304).

Other pages updated within the past 60 days:
>>> See Past Alerts.

2015 Speaking and Business Travel (feel welcome to contact Mark if an ancillary meeting is desired)

  • 2015 June 11/12 -- In NYC for PLI presenting re Private Company M&A and Employee Benefit Issues (more info).

Topical Index

Loyalty Duties:


By Contract (e.g. non-competes)

By Geographic Area

By Law

Enforcement of Loyalty:

  Executive Compensation:



Say on Pay

Georgetown Law Class Spring 2014
"Executive Compensation - Governance, Securities, and Tax"

DISCLAIMER: This site provides general information for educational purposes, is not intended either to provide legal advice or to be relied upon in any way.  There is no substitute for personal legal counsel about your particular situation. This site is not affiliated with any law firm, and merely provides the views of Mark Poerio in his individual capacity. See Disclaimer for all rules of usage for this site.

Mark Poerio