Introduction | 1
CONTENTS
INTRODUCTION
INSIGHTS
06 Special Committees
10 Shareholder Activism
14 Shareholder Engagement
22 Proxy Access
28 IPO Governance
32 Proposed Clawback Rules
36 Data Breach Trends
THE SURVEY
44 Board Structure and Practices
45 Board Leadership
46 Board Refreshment
48 Women in Leadership
49 Bylaw Developments
50 Financial-Related Clawbacks
57 Detrimental Conduct Clawback Policies
58 Say-on-Pay
60 Compensation-Related Proxy Disclosures
66 Change in Control Arrangements
72 Severance Arrangements
74 Compensation-Related Shareholder Proposals
76 Stock Ownership Guidelines
82 Stock Retention Requirements
85 Pledging Policies
86 Hedging Policies
87 Relationship of Compensation and Risk
88 Executive Perks
89 Compensation Committee Advisors
91 Director Compensation
97 Survey Methodology
$4
million.
73
24
of the Top 100
Companies with financial-
related clawback policies
provide for discretion in
their application.
board chairs at the
Top 100 Companies
are independent.
The average cost of a
data breach incident is
69%
of the Top 100
Companies have
adopted proxy access.
