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 good news is that under both NYSE and Nasdaq listing standards, if the subsidiary is not itself subject to SEC financial reporting requirements, there should be no events that would trigger recovery of compensation under the policy. the subsidiary’s) material noncompliance with financial reporting requirements under the U.S.

Total Shareholder Return 45

Total Shareholder Return Finance Marketability 45

Reynolds Holding

MARCH 1, 2023

Financial reporting measures also include stock price and total shareholder return (TSR). What if the incentive-based compensation is based on stock price or Total Shareholder Return (TSR)? Our client alert on the SEC’s final clawback rule can be found here. Same as the NYSE. Same as the NYSE.

Compliance 45

Compliance Total Shareholder Return Finance Equity 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.

EBITDA 40

EBITDA Dividends Technology Total Shareholder Return 40

Reynolds Holding

JUNE 14, 2022

Incentive-based compensation is any compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure, including stock price or total shareholder return.

Total Shareholder Return 45

Total Shareholder Return Equity 45

Harvard Corporate Governance

OCTOBER 9, 2023

Executive officers now face additional restrictions under Rule 10b5-1, including longer cooling off periods before they may trade under Rule 10b5-1 trading arrangements, as well as potential clawback of their incentive-based compensation in the event of a restatement on a no-fault basis.

Total Shareholder Return 188

Total Shareholder Return Equity Compliance Marketability 188

Reynolds Holding

OCTOBER 27, 2022

7] Affected employees would include anyone who performs a policy-making function for the issuer regardless of involvement with the events leading to the restatement. Instead, the Commission is requiring companies to claw back compensation based on stock price and total shareholder return (“TSR”). 11, 2015, [link].

Total Shareholder Return 45

Total Shareholder Return Compliance Corporate Finance Banking 45