executive compensation



Does Stakeholder Outrage Affect Executive Compensation?
One-third of S&P 1500 CEOs reduced their base salary in 2020 as the onset of the coronavirus pandemic caused widespread economic disruption. These pay cuts were often accompanied by press releases that emphasized notions of CEOs “leading from the front,” …


Power and Pay in the C-Suite
Over the past few decades, chief executive officer (CEO) pay has risen spectacularly, as has debate regarding why this has occurred and whether policy should or can correct it. Yet one glaring fact about the C-Suite eludes much of the …
Cravath Discusses Dollar Cost Averaging of Long-Term Incentive Grants
“Dollar cost averaging” is an investment strategy whereby investors spread a desired investment amount into periodic investments over a period of time, which mitigates the price risk inherent in investing the entire amount at an inopportune moment. Virtually all public …




Venture-Capitalist Directors and Managerial Incentives
Research has shown that venture capital (VC) firms substantially influence the overall economy. According to Gornall and Strebulaev (2021), among all U.S. public companies founded since 1968, VC-backed companies account for 77 percent of total market capitalization, 41 percent of …
Wachtell Lipton Discusses Compensation Season 2022
U.S. companies continue to demonstrate resilience following another year in which the pandemic imposed itself on world events. Although 2021 did not deliver a full reopening, corporate activity thrived in spite of ongoing uncertainty around “return to work,” building on …


Compensation Disclosure: A Study Based on Semantic Similarity
How companies determine executive compensation plays a critical role in corporate governance by helping recruit, motivate, and retain key employees. Not surprisingly, it has attracted broad attention from academics, investors, regulators, and the general public. In a recent study, we …



How Technological Similarities Between Firms Affect the Market for Managers
Last June, Benedetto Vigna became the new CEO of Ferrari NV, joining the company from semiconductor manufacturer STMicroelectronics NV. The chairman of Ferrari noted Vigna’s “deep understanding of the technologies driving much of the change in our industry,” and the …



Entrenchment or Efficiency? CEO-to-Employee Pay Ratio and the Cost of Debt
Critics have argued that the rule requiring companies to disclose the ratio of CEO compensation to employee pay is too expensive and time consuming, with the U.S. Chamber of Commerce estimating the cost to U.S. companies at more than $700 …


The Impact of Mandatory Gender Pay Gap Disclosure in the UK
Firms are coming under increasing pressure to close and disclose their gender pay gaps. The pressure stems from several sources, including, (i) socially conscious investors; (ii) interest groups advocating the incorporation of ESG factors into corporate decision-making and stakeholder capitalism …
Wachtell Lipton Discusses Key Corporate Governance Issues for Mid-Year 2021
Last year, we did a mid-year edition of our annual Thoughts for Boards of Directors to highlight key issues and considerations in managing the challenging business environment and profound upheaval caused by the pandemic. Many of these issues are still …
SPAC vs. IPO: Is There a Difference in Executive Compensation?
An emerging company in need of capital to grow has an important decision to make: how and when to raise the necessary capital.
The traditional way of taking an emerging company public in an initial public offering, or IPO, is …

Pay for Destruction: The Executive Compensation Arrangements That Encourage Value-Decreasing Stock Buybacks
We are living through a stock buyback revolution. Over the last decade, the amount that U.S. public firms have spent on buying back stock from their shareholders rose threefold to a record level of roughly $1 trillion in each of …

The Financialization of Corporate Governance
Members of the academic community, the business world, and law firms have long been debating shareholder primacy, stakeholder governance, and corporate purpose. In a forthcoming essay, I outline these arguments but suggest that reform of corporate governance should be focused …

Executive Compensation: The Trend Toward One Size Fits All
In a new paper, I document a recent and strong standardization in the structure of executive compensation. This standardization is unexpected since, in principle, the optimal incentive contract is a function of many factors that vary among firms. Executives receive …
Skadden Discusses the Social Factors in ESG
Investors have historically overlooked social factors amid a focus on the environmental and governance counterparts as they assess the merit of an investment. This may have been due in part to the difficulty in quantifying social concerns as drivers of …


How Shareholders View CEO Pensions and Deferred Compensation
Defined-benefit pension plans and deferred compensation are often sizable and important components of CEO pay packages. In recent years, though, they have prompted controversy among investors, policymakers, and academics. On the one hand, CEO pension and deferred compensation are unsecured …
Jones Day Discusses Shareholder Lawsuits Concerning Diversity
The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their commitment to diversity. To date, the lawsuits have been filed …
Wachtell Lipton Discusses Executive Compensation Considerations – Looking Ahead and Staying Nimble
Unpredictability has dominated the economic climate over the last six months and likely will continue in the months ahead. Companies that swiftly and thoughtfully assess and respond to evolving challenges will most effectively manage through the pandemic. This theme applies …
Davis Polk Discusses the SEC and Inadequate Perk Disclosure
A $900,000 fine is a reminder for companies to use care in tracking and disclosing all elements of executive compensation.
Between 2015 and 2019, Argo Group International Holding, Ltd. reported some $1.2 million in perks and similar personal benefits paid …