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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
Regulatory and Investor Demands to Use ESG Performance Metrics in Executive Compensation: Right Instrument, Wrong Method
The rise of responsible capitalism has driven significant changes in corporate governance, including the integration of ESG (environmental, social, and governance) metrics into executive compensation. This trend has gained rapid adoption among major corporations worldwide, with compensation committees increasingly embedding ESG targets into pay structures. Studies show a steep increase in the share of companies […]
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Posted in Academic Research
Tagged ESG, Executive Compensation, investors, S&P 500
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By the Numbers: How Companies Pay Execs They Promote to CEO
Choosing the right candidate to fill the corner office comes with a unique set of challenges. Putting aside the search for expertise and business acumen, leadership style, cultural fit, and a host of other considerations, one consistent — and expensive — factor is, of course, compensation for newly appointed chief executive officers (CEOs). WTW’s Global […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEO Pay, CEOs, COOs
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Investor Stewardship 2024
The hot seat Who occupies the hottest seat on a board of directors? It depends on the circumstances While a CEO might face the toughest questions when an activist investor shows up, and the chief financial officer the biggest grilling from analysts, modern stewardship trends dictate that the chair of the nominating and governance committee […]
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Posted in Practitioner Publications
Tagged Board of Directors, Climate, ESG, SEC
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SEC Enforcement – FY24 Review: Key Themes and End-of-Year Actions
The 2024 fiscal year (“FY24”) for the U.S. Securities and Exchange Commission (“SEC” or “Commission”) concluded with a deluge of year-end actions. Over the past year, we saw increased use of enforcement sweeps, significant changes in administrative law doctrine, and a continued willingness by the SEC to advance novel theories, often in litigated actions. In […]
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Posted in Practitioner Publications
Tagged Crypto Assets, FTX, FY24, SEC
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Listing Migration: A Conflicted Path to Value Creation
SquareWell Partners (“SquareWell”) conducted an in-depth study of primary listing changes and the dismantling of dual-listed company (“DLC”) structures, examining precedents across global markets. This analysis separates cases driven by activist investors from those initiated by companies, highlighting unique motivations and outcomes in each. With activist-driven listing changes expected to become a central campaign theme […]
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Posted in Practitioner Publications
Tagged Activism, Board of Directors, Europe, Value Creation
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Weekly Roundup: November 22-28, 2024
Navigating the Economic Landscape: Why Boards Need Thoughtful Analysis Posted by Vanessa Mesics, Nasdaq, Inc., on Friday, November 22, 2024 Tags: Board leadership, Board of Directors, Corporate governance, data analytics Fortune 1000 Say-on-Pay: An Analysis of Shareholder Engagement in Response to Adverse Votes Posted by Neil McCarthy, G. Michael Weiksner, and James Palmiter, DragonGC, on […]
Click here to read the complete postSink or Swim? How governance provided a winning formula for 2021 IPOs
Executive summary Market cap growth Our analysis of the 2021 IPO cohort revealed a strong positive correlation between longer CEO tenure and market cap growth, underscoring the importance of experienced leadership in driving performance. “Say on pay” approval At their latest AGM, the group of 2021 IPO companies we analyzed had the highest approval rate […]
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Posted in Practitioner Publications
Tagged CEOs, Corporate governance, IPOs, Say on pay
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Balancing the Scales: The Critical Role of Risk Mitigators in Executive Compensation
Equity awards are the primary compensation vehicle for U.S. executives, comprising 71 percent of total CEO compensation for S&P 500 CEOs and 60 percent for Russell 3000 (excluding S&P 500). As compensation committees seek to maintain alignment of executive and shareholder interest, the use of risk mitigators in equity grants has increased over the past […]
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Posted in Practitioner Publications
Tagged Board of Directors, Executive Compensation, Risk management, S&P 500
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Recent SEC Enforcement Actions Emphasize Importance of Robust Disclosure Controls
On October 22, 2024, the Securities and Exchange Commission (SEC) announced enforcement actions against several technology companies for making materially misleading disclosures regarding cybersecurity risks and intrusions. One company was also charged with disclosure controls violations. The enforcement actions reinforce that companies should: Carefully consider updating disclosures in the wake of cybersecurity incidents, particularly when a company’s […]
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Posted in Practitioner Publications
Tagged cyber disclosure, Cyber-risk, Cybersecurity, SEC
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Policy Survey 2024: Responsiveness to Shareholder Opposition
This post provides an overview of a section of Glass Lewis’ 2024 Policy Survey, conducted to inform their annual “benchmark” policy guideline updates. Board Response to Failed Advisory Proposal Investors and non-investors expressed very different expectations for how a board should respond when an advisory management proposal does not receive majority support. The most popular […]
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Posted in Practitioner Publications
Tagged Board of Directors, investors, Management, Shareholder proposals
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