Shearman Logo

News Dec 23, 2014

Lilienfeld Quoted on Compensation Priorities for Upcoming Proxy Season

New York partner Doreen Lilienfeld (Compensation, Governance & ERISA) was quoted in Agenda, the Financial Times’ corporate governance publication, on new guidance on equity pay plans by proxy advisory firms for the 2015 proxy season. In a story titled, “Equity Plans: Next Proxy Season’s Hot Topic,” Lilienfeld said that companies are “starting in earnest to review disclosures”—a result both of the proxy firms’ guidance and institutional investor pressure, say-on-pay results and media attention on executive compensation. “It seems to me that people are investing a lot this year in terms of time and advance planning,” she said. “It’s great to see that level of focus and getting all the stakeholders interested early in reviewing the disclosure and thinking about changes.”

Lilienfeld, who regularly advises companies on compensation disclosure and regulatory compliance, said that all companies—whether or not they’ve altered their equity plans—are focusing on proxy disclosures. She said, “Each year is its own story and circumstances may have changed, executives may have changed, competitive landscape may have changed, so I don’t think people are coasting. People are really engaged on these issues. Even large companies that tick all the governance boxes are investing time and energy into shareholder engagement and making sure there are no surprises.”

Lilienfeld added that she’s seeing an intensified focus this year on clawback policies, even though Dodd-Frank guidelines have not been finalized. “Smaller clients who hadn’t implemented a clawback previously are all turning to that topic,” she said. “Companies, in particular this year, are really making an effort to review their clawbacks, to implement clawbacks to the extent that they don’t have existing policies, to get something on the books and disclosed in the proxy for this upcoming season.”