Issue link: https://digital.shearman.com/i/1512772
Shearman & Sterling LLP 97 | Equity Plans Limitations on Non-Employee Director Compensation 29 of these companies express the limit as a dollar value of cash and equity Board Discretion in Performance Awards 92 Top 100 Companies do not prohibit positive discretion for performance awards at the end of a performance period Minimum Vesting 93 Top 100 Companies include limitations for non-employee director compensation in their equity plan 56 Top 100 Companies include a minimum vesting requirement for awards (subject to exceptions) 42 of these companies provide one year Compliance and Oversight Top 100 Companies utilize compliance or oversight metrics in their incentive plans (cash and/or equity) 7 SEC's New Rule on Option Grant Disclosures The SEC's new rule on Rule 10b5-1 trading plans includes a new disclosure requirement related to option grant timing to enhance transparency around option grants to employees and the timing of material non- public information. Specifically, the rule change seeks to limit a company's ability to "spring load" (make grants of option in advance of the release of positive MNPI) and "bullet dodge" (delay grants of options until after the release of negative MNPI). 99 of the Top 100 Companies maintain equity plans to compensate employees and non-employee directors. We highlight trends in the Top 100 Companies with regard to board discretion, non-employee director compensation and share recycling. Equity Plans Data