GEO INSIGHTS

The article discusses the approval by the U.S. Securities and Exchange Commission (SEC) of clawback listing standards for the New York Stock Exchange (NYSE) and NASDAQ. These standards, aligned with the SEC Clawback Rules, mandate that listed companies develop and implement clawback policies for recovering incentive-based compensation from executive officers in the event of an accounting restatement. The article provides an overview of the key elements of the SEC Clawback Rules, including their application to all issuers, the triggers for recovery, the types of compensation covered, and disclosure requirements. The article also offers guidance for Canadian companies subject to these rules, highlighting potential implications and considerations for compliance with the new standards. The deadline for companies listed on NYSE and NASDAQ to adopt compliant clawback policies is outlined, along with the consequences of non-compliance, and the need for Canadian companies to adjust their compensation plans and policies accordingly. Additionally, the article touches on the perspectives of proxy advisory firms Glass Lewis and ISS, and the evolving market practice regarding clawbacks in Canada.

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The article explores the decreasing financial incentive to become a CEO, as other C-suite roles are earning increasingly higher salaries. While the CEO position has historically been seen as the pinnacle of corporate success, this perception is changing due to various factors. The job is becoming more challenging as employees gain more power and the role becomes more politicized. Additionally, the compensation of other C-suite executives like the CFO, CHRO, and general counsel has been rising at a faster rate than that of CEOs. The narrowing pay gap within the C-suite is seen as a positive development for corporate governance and healthy discourse. Factors contributing to rising pay for other C-suite roles include job-hopping becoming more accepted, employers offering stock grants to retain valued executives, and increased responsibilities for roles like the CFO. Furthermore, positions below the CEO often avoid public scrutiny, which can be appealing to candidates who want to avoid controversy and threats associated with being a public-facing CEO. As a result, the allure of becoming a CEO may be diminishing in comparison to other C-suite roles.

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This article analyzes the effect of two corporate tax breaks, bonus depreciation and the Domestic Production Activities Deduction (DPAD), on executive compensation in publicly traded US firms. The author finds both tax breaks significantly increase executive compensation. For every dollar a firm benefits from the tax breaks, compensation of the firm's top five highest-paid executives increases by $0.17 to $0.25. The tax breaks increase compensation primarily in firms with weaker governance structures, suggesting the compensation response is driven by executive rent extraction.

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BDO USA plans to establish an employee stock ownership plan (ESOP) for 10,000 employees to address the shortage of accountants and retain talent. The ESOP will allow employees to have a stake in the company. BDO partners will sell 42% of their shares, and the plan will take about 20 years to fully vest. The firm secured $1.3 billion in private debt to fund the ESOP. This move aims to modernize the accounting industry's traditional business model and attract and retain skilled workers.

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