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Streamlining Compensation Decisions with a Mid-Year Summit
An in-person strategy session can align management, the board, and the board’s advisors on compensation decisions.
Ben Gibbs
Jun 26, 20253 min read


Our Compensation Governance Practice
Our approach to compensation governance.

Jon Ocker
May 14, 20241 min read


Do It Right the First Time: Tesla asks shareholders to resurrect Musk’s 2018 mega grant.
This week, Tesla asked shareholders to ratify (i.e., “resurrect”) CEO Elon Musk’s 2018 $55 billion “mega grant” after the award was...
Ben Gibbs
Apr 18, 20242 min read


Delaware Court Orders Rescission of Elon Musk's Mega Equity Grant as Unfair
Four questions every Compensation Committee should ask.

Jon Ocker
Jan 31, 20241 min read


Takeaways from the SEC's Comments on Last Year's Pay Versus Performance Tables
Use graphs, follow the herd on CAP calculations, non-GAAP reminder, and use the right TSR peer group.
Ben Gibbs
Jan 25, 20243 min read


California Targets Out-of-State Non-Competes: Risk of Lawsuits for Employers
The new law, SB 699, will take effect on January 1, 2024. As stated in the law's preamble, its aim is to target out-of-state non-compete...
Ben Gibbs
Sep 25, 20231 min read


NYSE asks listed companies to confirm clawback policy adoption via Listing Manager
NYSE has reportedly mass-emailed listed issuers asking them to confirm - via the NYSE's Listing Manager - compliance with the new Dodd-Frank
Ben Gibbs
Sep 10, 20231 min read


How to implement the SEC"s Mandatory Clawback Policy
Listed companies must adopt the policy by December 1, 2023. In connection with such adoption, consider: Using forfeiture provisions to...
Ben Gibbs
Aug 31, 20234 min read


Director-Led Shareholder Engagement Is Normal - Q&A
We summarize our review of this trend and relevant secondary sources in our Overview article, and the below Q&A. 1. How common is...
Ben Gibbs
Aug 24, 20232 min read


Director-Led Shareholder Engagement Is Normal - Overview
Director led shareholder engagement is now a norm for public companies, with boards taking the opportunity to develop rapport with...
Ben Gibbs
Aug 24, 20232 min read
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