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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
The Momentum of DEI Metrics in Incentive Programs
Environmental, Social and Governance (ESG) concerns have become some of the top issues for corporate America in recent years. However, discussions surrounding these initiatives have become highly politicized and polarized, with anti-ESG shareholder proposals on the rise, certain companies rolling back their DEI initiatives, and falling shareholder vote support for various environmental and social proposals […]
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Posted in Practitioner Publications
Tagged dei, Diversity, ESG, S&P 1500
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Private Profits and Public Business
The view that corporations should be run for the financial benefit of shareholders is based on two related assumptions. The first is that shareholders hold the residual claim on the firm’s assets. Residual claimants are entitled to whatever value is left after the firm has met its legal and contractual obligations to creditors, suppliers, and […]
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Posted in Academic Research
Tagged Government, Incentives, Shareholders, Stakeholders
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ESG Performance Metrics in Executive Compensation Strategies
More than three-quarters of companies in the S&P 500 incorporate environmental, social & governance (ESG) performance measures into their executive incentive plans, according to 2024 disclosures, up from two-thirds in 2021. This report analyzes the focus areas and methods of integration of ESG metrics into performance measurement across both the S&P 500 and the Russell […]
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Posted in Practitioner Publications
Tagged dei, ESG, Russell 3000, S&P 500
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CEO Turnover and Director Reputation
Introduction The recent forced departure of Intel’s CEO Pat Gelsinger vividly illustrates the complex dynamics of CEO dismissals. After a pivotal board meeting assessing the company’s progress in regaining market share, Gelsinger was presented with an ultimatum: retire or be removed. The board’s frustration with “slow progress” and concerns about “the lack of products capable […]
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Posted in Uncategorized
Tagged Board of Directors, CEO turnovers, CEOs, directors
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The 2025 Annual Meeting and Reporting Season: Annual Meeting and Corporate Governance Trends
Revisit Disclosure Controls and Procedures for Related-Party Transactions SEC rules require public companies to maintain and regularly evaluate the effectiveness of DCPs. CEOs and CFOs also must certify the effectiveness of the company’s DCPs on a quarterly basis. In addition, several SEC enforcement actions have alleged that companies failed to maintain adequate DCPs. These actions […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate governance, ESG, SEC
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SEC Clawback Rules: Initial Impacts in the 2024 Proxy Season
Introduction Malus and clawback provisions allow companies to recover and/or withhold sums or share awards in specific circumstances , such as in situations where values were paid inappropriately or based on inaccurate or misleading information. These policies aim to mitigate excessive risk-taking that certain remuneration plans may incentivize. All New York Stock Exchange (NYSE) and […]
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Posted in Practitioner Publications
Tagged Clawback, Dodd-Frank Act, Proxy season, SEC
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Does Common Ownership Raise Antitrust Concerns?
“The agencies evaluate new learning from the academic community and are prepared to take action on common ownership when appropriate. Where sufficient evidence exists that the effect of particular acquisitions may substantially lessen competition, the agencies will consider appropriate responses, including possible enforcement actions.” — Federal Trade Commission on Common Ownership Introduction In recent decades, […]
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Posted in Academic Research
Tagged Antitrust, Common ownership, Incentives, Regulations
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Matters To Consider for the 2025 Annual Meeting and Reporting Season: Disclosure Developments
Assess Trends in Cybersecurity Disclosures The Securities and Exchange Commission (SEC) adopted fnal rules in 2023 intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and incident reporting by public companies, including foreign private issuers (FPIs). specifically, the SEC’s amendments require: (i) current reporting of material cybersecurity incidents on a new Item […]
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Posted in Practitioner Publications
Tagged Artificial intelligence, Clawbacks, Disclosure, SEC
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Pulse on Pay: CEO Pay Increases Over Time
Key Takeaways The median CEO pay in the S&P 500 has increased by 4% annually from 2012 through 2023, even with a pronounced increase to 11% in 2023. The rate of CEO pay movement is aligned with general wage growth across the US economy (4% since 2012 per the Social Security – Average Wage Index), […]
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Posted in Practitioner Publications
Tagged CEO compensation, CEO Pay, CEOs, S&P 500
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The Sustainability Dividend: A Primer on Sustainability ROI
As sustainability becomes a business imperative, companies face growing pressure to determine the return on investment (ROI) of their sustainability efforts, a critical factor in gaining stakeholder trust and ensuring long-term success. This report highlights insights from a series of Member roundtables and polls, discusses the current state of sustainability ROI, and provides guidance for […]
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Posted in Practitioner Publications
Tagged Dividend, ROI, Stakeholder, Sustainability
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