A Critical Assessment of the Reporting and Disclosure Rules Applicable to Executive Compensation

By on December 20, 2016

On November 9, 2016 Andrew Liazos presented at the New York City Bar. He discussed innovative approaches used by public companies during the 2016 proxy season for disclosing executive compensation practices. Andrew addressed the changes in practices for disclosing director compensation in light of director pay lawsuits and CEO pay ratio disclosures that were made by some public companies in advance of the effective date under SEC final rules. Further, he suggested approaches for clawback policies in light of possible changes by the SEC and institutional shareholder services and closed the session with comments on changes to Item 402 executive compensation rules on a going forward basis.

John Roe from Institutional Shareholder Services (ISS) also presented regarding upcoming changes to ISS voting guidelines for the 2017 proxy season. He encouraged public companies to consider the new form of non-GAAP financial disclosures as part of ISS’ pay for performance analysis.

Andrew Liazos
Andrew C. Liazos is the global chair of McDermott’s Benefits & Compensation Practice Group and has practiced at McDermott for over 25 years. Andrew focuses his practice on compensation and benefit matters, including related securities, M&A, IPO, private equity, international and litigation matters. Clients range from Fortune 500 companies to compensation committees to individual executives in employment and severance negotiations. Read Andrew Liazos' full bio.




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