Executive Compensation

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Priya Huskins

On January 30, 2024, Delaware Chancellor Kathaleen McCormick issued a 200-page post-trial opinion voiding the $55 billion compensation package that the Tesla board had approved for the company’s CEO, Elon Musk. In the following guest post, Priya Huskins, Esq., Senior Vice President at Woodruff Sawyer, takes a detailed look at Chancellor McCormick’s opinion and considers the opinion’s practical implications. A version of this article was previously published in the D&O Notebook. I would like to thank Priya for allowing me to publish her article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Priya’s article.Continue Reading Guest Post: Lessons from the Rescission of Elon Musk’s $55.8B Option Grant

Sarah M. Abrams, Esq.

An important corporate governance topic – but a subject that I frankly have not addressed frequently this site – is the topic of executive compensation. In the following guest post,  Sarah Abrams, Director, Management Liability Claims at Markel, examines the recent rise in D&O litigation involving executive compensation. I would like to thank Sarah for allowing me to publish her article on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Sarah’s article.
Continue Reading Guest Post: As Equity Markets Surge, Carriers Need to Examine D&O Governance Exposure

wells fargoWells Fargo’s bogus customer account scandal is back in the news again, most recently because of the bank’s release on Monday of the report of its independent directors’ investigation of the bank’s improper sales practices. The April 10, 2017 report, which the bank posted on its website, makes for some interesting reading. Of particular interest, the report discloses that as result of the independent directors’ investigative findings, the bank has imposed compensation clawbacks on former bank officials in excess of $180 million. The clawbacks, which the bank said in its April 10, 2017 press release are “among the largest in corporate history,” raise a number of interesting issues, as discussed below.
Continue Reading Thinking About the Wells Fargo Executive Compensation Clawbacks

business reportWhen Congress enacted stiff executive compensation clawbacks as part of the Dodd-Frank Act, the assumption was that the adoption of these kinds of measures would reduce the number of corporate restatements and increase investor confidence in financial reports. However, a new study focused on companies that have adopted clawback measures suggests that these gains may …

Over the weekend, voters in Switzerland rejected by a roughly two-to-one margin a referendum that would have restricted executive salaries at Swiss companies to twelve times that of the company’s lowest paid employee. The vote outcome is interesting because it follows so closely on the heels of a ballot initiative  earlier this year in which…

Among the many measures Congress included when it enacted the sweeping Dodd-Frank Act in 2010 was a provision directing the SEC to require companies to disclose the ratio of CEO compensation to median employee compensation. The statutory provision, incorporated into Section 953(b) of the Act, reflected a perception that CEO compensation had gotten out of…