Harvard Corporate Governance

NOVEMBER 9, 2022

Summary Total vs Actually Paid. Compensation “actually paid” includes certain considerations for changes in pension value, above-market or preferential earnings on non-qualified deferred compensation, and changes in the value of equity awards throughout the year. The average compensation “actually paid” to the non-PEO NEOs.

Equity 225

Equity Total Shareholder Return Compliance Marketability 225

Benzinga

FEBRUARY 29, 2024

Josh has been an outstanding leader and partner, growing the business, and successfully bringing the company to the public markets. Goldman Sachs and CDPQ are very pleased with Sterling's performance over the last eight years.

Total Shareholder Return 40

Total Shareholder Return Technology Equity Marketability 40

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

AUGUST 25, 2022

These key performance metrics include total shareholder return (TSR), peer group TSR, net income, and a measure specific to the company. That serves investors and our markets. Companies will disclose several key performance metrics related to executive compensation.

Total Shareholder Return 45

Total Shareholder Return Corporate Finance Finance Marketability 45

Reynolds Holding

FEBRUARY 4, 2024

The NYSE and Nasdaq adopted listing standards last year to implement the SEC’s clawback rule – these standards became effective on October 2, 2023, and listed companies had until December 1, 2023 to adopt a compliant clawback policy. NOW, THEREFORE, BE IT RESOLVED , that, to the extent required by [Section 303A.14

Total Shareholder Return 45

Total Shareholder Return Finance Marketability 45

Cooley M&A

JANUARY 30, 2024

Activist target profile: Top flags for tech and healthcare companies Activists are stock pickers – generally building a position at a target company only if they can drive meaningful risk-adjusted returns. Promoting director share ownership where possible, including through open market director purchases.

Market Capitalization 52

Market Capitalization Equity Marketability Total Shareholder Return 52

Reynolds Holding

MARCH 6, 2024

This suggests that, as we tinker with company goals, we should be careful lest we reduce the substantial benefits already accruing to non-shareholders from the pursuit of shareholder return. And the utility function must include criteria to weight tradeoffs between different sets of stakeholders.

Total Shareholder Return 69

Total Shareholder Return Marketability 69

Harvard Corporate Governance

OCTOBER 9, 2023

The details for publicly announced programs, include disclosure of announcement dates, dollar amounts approved, expiration dates, if any, programs that expired during the covered period and programs being terminated prior to expiration or under which the company does not intend to make further purchases.

Total Shareholder Return 188

Total Shareholder Return Equity Compliance Marketability 188

Value Scope

JULY 21, 2020

How do you justify making substantial investments and fundamental changes to corporate structures and culture without empirical evidence that it will make a direct impact on shareholder value, total shareholder return, net present value, and individual rates of return? What about stock price?

Intangible Assets 130

Intangible Assets Beta Alpha Unlevered Beta 130

Reynolds Holding

MARCH 1, 2023

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. Financial reporting measures also include stock price and total shareholder return (TSR).

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

Value Scope

SEPTEMBER 24, 2020

How do you justify making substantial investments and fundamental changes to corporate structures and culture without empirical evidence that it will make a direct impact on shareholder value, total shareholder return, net present value, and individual rates of return? . Uncertainty in market signals.

Intangible Assets 130

Intangible Assets Alpha Beta Marketability 130

Reynolds Holding

SEPTEMBER 6, 2022

footnote disclosure to the table for any amounts deducted and added to total compensation of the NEOs to determine the amount of compensation “actually paid” (as described below) and certain related assumptions, as well as the name of each CEO and other NEO included in table for each year and the fiscal year for which they were included.

Total Shareholder Return 45

Total Shareholder Return Equity Dividends Market Capitalization 45

Reynolds Holding

SEPTEMBER 7, 2022

As we have previously noted, regardless of industry, size, performance or “newness” to the public markets, no company should consider itself immune from activism. Even companies that are respected industry leaders and have outperformed the market and their peers have been, and are being, attacked.

Equity 45

Equity Dividends Total Shareholder Return Marketability 45

Reynolds Holding

MARCH 5, 2023

Moreover, if PVP disclosure was required in a Form 10 (and its accompanying “information statement”), it would not be possible to complete column (f) of the PVP table with respect to the company’s total shareholder return (TSR), since the spin-off company would not have been publicly traded for any of the years covered by the PVP table.

Equity 45

Equity Dividends Total Shareholder Return Corporate Finance 45

Reynolds Holding

AUGUST 30, 2023

Although poor economic or stock price performance can increase vulnerability, even companies that are respected industry leaders and have outperformed the market and their peers have been and are being attacked.

Equity 40

Equity Dividends Total Shareholder Return Finance 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”). Chamber of Commerce Center for Capital Markets Competitiveness at 7-8, Sept. Dodd-Frank uses the phrases “based in whole or in part” and “based, in whole or in part” elsewhere. [17]

Total Shareholder Return 45

Total Shareholder Return Compliance Corporate Finance Banking 45