The evolving business environment and the economic fluctuations prompted by the ongoing COVID-19 pandemic continue to affect the implementation and design of executive compensation. In its recent move to tighten regulations, the U.S. Securities and Exchange Commission (SEC) released Staff Accounting Bulletin No. 120 which underscores a new and more aggressive focus on executive compensation issues.
The executive compensation landscape has continuously evolved over the years. Companies have been confronted with shifting regulatory standards, competitive global markets, and economic challenges and demands. These developments require businesses to re-evaluate their existing executive compensation strategies and policies and turn them into a more effective and advanced program to mitigate risk exposure and legal liabilities.
As the 2020 proxy season comes to a close, we reflect on the third year that CEO pay ratio disclosure under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K has been required annual disclosure for public companies. Compliance should be easier for companies that have already made pay ratio disclosures in 2018, 2019 and 2020. However, companies that have been using the same median employee will need to dust off employee census data and identify a new median employee next year whose compensation will be the basis of comparison. The impact of COVID-19 on the corporate workforce may also necessitate identifying a new median employee for companies that have initiated a reduction in force.
During the Covid-19 crisis, some companies had compensation plans with entirely financial metrics that would pay out at zero, while other experienced tailwinds. In both cases, many companies made adjustments to short and long-term plans to respond to the unprecedented year.
Over the past years, radical changes have been continuously escalating in the pension investment and design landscape. With the continuous changes in the market and new pension legislation, defined benefit plan risk must be actively managed.
Various issues have continuously affected the executive compensation landscape and impacts of COVID-19 has also added to these concerns. Because some businesses were not well-prepared to withstand the pandemic’s fallouts, the immediate response left for them to alleviate cash flow difficulties is to implement several cost-cutting measures. However, they must also become aware of the different gray areas concerning these steps. Thus, being up to date with the current and emerging legal trends is essential.
In response to the economic challenges brought by the COVID-19 crisis to the executive compensation landscape, significant enforcement actions from the Securities and Exchange Commission (SEC) and International Shareholders Services (ISS) concerning design, implementation, and disclosure are expected to bring complexities to businesses.