Harvard Corporate Governance

APRIL 3, 2023

When the SEC finalized its proposed rule for Pay Versus Performance (PvP) disclosure in August 2022, the preparation for the 2023 proxy season suddenly became a fire drill. We focused our analysis on aspects of the disclosure where companies had choices (i.e., and also made observations on unique findings.

Total Shareholder Return 249

Total Shareholder Return Marketability 249

Harvard Corporate Governance

MARCH 7, 2023

Similarly in 2021, the S&P 500 total shareholder return (TSR) increased +29%. Historical CEO pay increases have been supported by TSR; on average, annualized pay increases have been ≈12% lower than TSR performance on a percentage basis.

Total Shareholder Return 162

Total Shareholder Return 162

Harvard Corporate Governance

DECEMBER 14, 2022

Posted by Brian Breheny, Raquel Fox, Joseph Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, December 14, 2022 Editor's Note: Brian Breheny , Raquel Fox and Joseph Yaffe are Partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum.

Total Shareholder Return 157

Total Shareholder Return 157

Harvard Corporate Governance

OCTOBER 6, 2022

Posted by Sydney Carlock, Martha Carter, and Sean Quinn, Teneo, on Thursday, October 6, 2022 Editor's Note: Sydney Carlock is a Managing Director, Martha Carter is Vice Chair & Head of Governance Advisory, and Sean Quinn is a Senior Managing Director, at Teneo. This post is based on a Teneo memorandum by Ms. Carlock, Ms.

Total Shareholder Return 202

Total Shareholder Return 202

Harvard Corporate Governance

APRIL 27, 2023

2022 PEO Multiples by Sector In 2022, Energy CAP to SCT rations are the highest thus far, while Consumer Discretionary sector ratios are the lowest on average TSR vs. Vanbastelaer, Kyle McCarthy, Nathan Grantz, and Anish Tamhaney. in 2022, and the greatest clustering of ratios is between 0.0X

Total Shareholder Return 140

Total Shareholder Return Marketability 140

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). Bebchuk and Jesse M.

Total Shareholder Return 154

Total Shareholder Return 154

Harvard Corporate Governance

OCTOBER 3, 2023

The general view was that shareholders would increasingly reject executive pay programs by voting against the SOP proposal in years of poor total shareholder return (TSR) performance unless executive pay was reduced. more…)

Total Shareholder Return 133

Total Shareholder Return 133

Harvard Corporate Governance

SEPTEMBER 19, 2022

Posted by Brandon Gantus, Lori Goodman, and Nicole Foster, Freshfields Bruckhaus Deringer LLP, on Sunday, September 18, 2022 Editor's Note: Brandon Gantus , Lori Goodman , and Nicole Foster are partners at Freshfields Bruckhaus Deringer LLP. On August 25, 2022, the U.S. This post is based on their Freshfields memorandum.

Total Shareholder Return 124

Total Shareholder Return 124

Harvard Corporate Governance

NOVEMBER 9, 2022

Posted by Jordan Lute, Maria Vu, Glass, Lewis & Co, on Wednesday, November 9, 2022 Editor's Note: Jordan Lute is a Research Analyst and Maria Vu is a Senior Director of Compensation Research at Glass, Lewis & Co. This post is based on their Glass Lewis memorandum. Measuring the Performance Element. Nonetheless, detractors are plenty.

Equity 225

Equity Total Shareholder Return Compliance Marketability 225

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

JUNE 30, 2025

Say-on-pay represents the shareholders’ independent view of executive compensation and is one of several mechanisms that Congress considers useful in setting pay to maximize shareholder value. The second provision was implemented more than a decade later, in 2022 (SEC 17 CFR Parts 229, 232, and 240, Release No.34-95607).

Total Shareholder Return 55

Total Shareholder Return Equity 55

Harvard Corporate Governance

OCTOBER 9, 2023

Recent Proxy and Annual Report Developments INSIDER TRADING DISCLOSURES Environmental and Social Matters Additional Annual Report and Proxy Statement Matters In December 2022, the U.S. Securities and Exchange Commission (the “SEC”) amended rules relating to insider trading arrangements and related disclosures.

Total Shareholder Return 188

Total Shareholder Return Equity Compliance Marketability 188

Reynolds Holding

NOVEMBER 30, 2023

07 Question: In each of 2020 and 2021, a registrant provided the same list of companies as a peer group in its Compensation Discussion & Analysis (“CD&A”) under Item 402(b) but provided a different list of companies in its CD&A for 2022. The new and revised C&DIs are included below. Answer: No. Answer: Yes.

Compliance 40

Compliance Total Shareholder Return Dividends Market Capitalization 40

Reynolds Holding

AUGUST 25, 2022

These key performance metrics include total shareholder return (TSR), peer group TSR, net income, and a measure specific to the company. This statement was issued on August 25, 2022, by Gary Gensler, chairman of the U.S. Companies will disclose several key performance metrics related to executive compensation.

Total Shareholder Return 45

Total Shareholder Return Corporate Finance Finance Marketability 45

Cooley M&A

JANUARY 30, 2024

Globally, 229 campaigns launched in 2023, just under 2022 campaign levels, ushering in the most active two-year period on record. [1] 1] Activism in Europe was a core driver of activity, representing 28% of all campaigns and a 30% increase from 2022. [2] 4] Activists won 134 board seats globally in 2023, a 30% increase from 2022.

Market Capitalization 52

Market Capitalization Equity Marketability Total Shareholder Return 52

Reynolds Holding

FEBRUARY 4, 2024

Each subsidiary issuing or guaranteeing a public company’s listed debt securities is itself subject to the clawback rules recently adopted by the NYSE and Nasdaq.

Total Shareholder Return 45

Total Shareholder Return Finance Marketability 45

Reynolds Holding

MARCH 6, 2024

Those companies paid an estimated $495 billion in income taxes in 2022 (more than $461.2 Companies listed on the two exchanges took in more than $22.477 trillion in revenue in 2022 (more than $20.925 trillion for those headquartered in this country). billion from companies with U.S. headquarters).

Total Shareholder Return 53

Total Shareholder Return Marketability 53

Reynolds Holding

JUNE 14, 2022

On June 8, 2022, the Securities and Exchange Commission announced that it is again reopening the comment period for its proposed clawback rule , a rule that has been required to be promulgated since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In related news.

Total Shareholder Return 45

Total Shareholder Return Equity 45

Reynolds Holding

SEPTEMBER 6, 2022

On August 25, 2022, the U.S. The SEC issued proposed pay-versus-performance rules in 2015 and reopened the comment period on the proposed rules in January 2022. It is based on the firm’s memorandum, “SEC Adopts Long-Awaited Final Pay Versus Performance Disclosure Rules,” dated August 31, 2022, and available here.

Total Shareholder Return 45

Total Shareholder Return Equity Dividends Market Capitalization 45

Reynolds Holding

MARCH 1, 2023

The SEC’s final rule, which was adopted in October 2022 as Rule 10D-1 of the Securities Exchange Act of 1934 (the Exchange Act), directed U.S. Financial reporting measures also include stock price and total shareholder return (TSR). Same as the NYSE. Same as the NYSE.

Compliance 45

Compliance Total Shareholder Return Finance Equity 45

Reynolds Holding

MARCH 5, 2023

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in 2022. Further support comes from C&DI 128D.06, It is not clear from C&DI 128D.07

Equity 45

Equity Dividends Total Shareholder Return Corporate Finance 45

Benzinga

FEBRUARY 29, 2024

The transaction is expected to drive attractive total shareholder returns, including at least $50 million of synergies, implying expected double-digit Adjusted EPS accretion immediately on a run-rate synergy basis and accelerated earnings growth potential from topline development, synergies, and deleveraging. ATLANTA, Feb.

EBITDA 40

EBITDA Dividends Technology Total Shareholder Return 40

Reynolds Holding

OCTOBER 27, 2022

Instead, the Commission is requiring companies to claw back compensation based on stock price and total shareholder return (“TSR”). 9, 2022), [link]. [5] This statement was issued on October 26, 2022, by Hester M. We reasonably could have limited the definition to accounting-based metrics. footnote omitted)). [4]

Total Shareholder Return 45

Total Shareholder Return Compliance Corporate Finance Banking 45

Reynolds Holding

SEPTEMBER 7, 2022

Traditional activism, focused on short-term profit, stock price and total shareholder return (TSR), continues alongside a new form of activism emphasizing climate and other environmental, employee/human capital, social and governance (ESG) considerations. This post comes to us from Wachtell, Lipton, Rosen & Katz.

Equity 45

Equity Dividends Total Shareholder Return Marketability 45

Harvard Corporate Governance

FEBRUARY 24, 2025

The PVP rules became effective for companies with fiscal years ending on or after December 16, 2022; after a 2-year phase-in period, companies are now required to compare the compensation actually paid (CAP) to the CEO and the average of the other NEOs to the companys total shareholder return (TSR) and other financial measures over a 5-year period (..)

Total Shareholder Return 147

Total Shareholder Return Equity 147

Cooley M&A

JANUARY 30, 2025

10] Furthermore, in 2024, the average span between public demand and settlement plunged to 34 days, from 68 days in 2023 and 77 days in 2022. [11] 12] Support for company slates in proxy contests may be an outgrowth from the number of board seats won by activists in 2023, which represented a 30% increase from 2022.

Total Shareholder Return 93

Total Shareholder Return Marketability Technology 93

Global Finance

APRIL 5, 2025

The End of Free Money At first glance, todays M&A trends seem worlds apart from the boom years of 2014 to 2022, driven by low interest rates. Until mid-2022, deal volume and value were still pretty okay; but that was just pipeline deals, Van Oostende notes. A renewed interest in IPOs will also give investment banking a boost.

Banking 52

Banking Private Equity Firm Finance Debt Financing 52