September 12, 2018

In-House Counsel Compensation: Recent Trends

Check out the latest report from BarkerGilmore – a boutique executive search firm – about in-house counsel compensation trends. Among the findings:

1. The median salary increase has fallen 0.5% – to 3.8%

2. 41% of in-house counsel believe they’re underpaid

3. GCs at public companies earn a lot more than GCs at private companies, due to long-term incentives

4. On average, female in-house counsel earn 84% of what their male counterparts are paid – the gap is wider at the GC level

5. The lowest paying in-house jobs tend to be in the professional services industry

Investor Views on “Equity Choice Programs”

With only 2 weeks left before our “Proxy Disclosure Conference,” we thought we’d give you a taste of some of the practical nuggets from our “Course Materials” – which are now available to everyone who’s registered to attend the conference, whether in-person in San Diego or via live video webcast. Here’s one topic from Bob McCormick of CamberView:

While still used by just a small percentage of companies in their long-term incentive programs – mainly in the technology and bio-pharmaceutical industries – equity choice programs are growing in popularity. Shareholders will have an open mind about equity programs that allow for some measure of choice by the employee of the type of equity award they will receive subject to some basic parameters:

1. Irrespective of the type of award, shareholders will want to see a significant part of the long-term equity awards tied to one or more performance metrics.

2. Shareholders will expect that the performance metrics will be both tied to long-term corporate strategy and subject to transparent, challenging targets.

3. Some shareholders and proxy advisors may not consider options to be inherently performance-based so, if stock options are one of the equity choices, there should be accompanying disclosure that describes the board’s rationale for including options as one of the equity choices. The disclosure should include the board’s views on the benefits of the use of options including why the board considers that options provide a strong performance incentive that is linked to long-term corporate performance.

4. Purely time-based awards may be acceptable if complemented by performance based awards but most shareholders prefer performance based awards make up the largest percentage of the grants.

5. All awards should be subject to substantial (e.g. at least three years) performance/vesting periods.

6. Awards types and amounts should not allow employees to game the system by opting for the type of award with a higher value.

7. Companies should consider whether excluding senior executives is desirable to avoid investor reaction to the executive team’s equity choice based on the executives’ views on the company’s performance prospects.

Here’s the registration information for our conferences. And here are the agendas – nearly 20 panels over two days.

It’s Done: 2019 Edition of Romanek & Dunshee’s “Proxy Season Disclosure Treatise”

We have wrapped up the 2019 Edition of the definitive guidance on the proxy season – Romanek & Dunshee’s “Proxy Season Disclosure Treatise & Reporting Guide” – and it’s printed. With over 1750 pages – spanning 33 chapters – you will need this practical guidance for the challenges ahead. Here’s the Detailed Table of Contents listing the topics so you can get a sense of the Treatise’s practical nature. We are so certain that you will love this Treatise, that you can ask for your money back if unsatisfied for any reason. Order now.

Liz Dunshee