Author Archives for Kurt Groeninger

Survey: Boards Favor Lead Director Structure

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Earlier this week, NACD finished collecting responses to the 2012 NACD Governance Survey. In a preliminary review of the results, we found some interesting data. For instance, of those companies with a combined CEO/chairman leadership structure, 82.8 percent also had a designated lead director. Nearly all of those with a lead director found that the position enhances the board’s effectiveness; just over 50 percent found that it helped to a “great extent.” Perhaps the most interesting finding came from a new question that asked, “Do you believe the lead director structure is more effective than that of a non-executive chairman?”... Read More


Learning From the Past

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On April 18th, slightly more than 52% of the FirstMerit shareholders rejected the bank’s say-on-pay proposal. This was the fifth pay plan voted down by shareholders this year. The reason for this rejection is not new: Shareholders claim a misalignment between pay and performance for the senior executives. FirstMerit stated that the company’s “compensation policies and procedures…are imperative to align the compensation of the company’s named executive officers with [its] business goals and long-term success and that such compensation and incentives are designed to attract, retain and motivate the Company’s key executives.” This statement is identical to the one made... Read More


JOBS Act Clears the Way for Small Companies

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Earlier this week, the House and Senate passed a bill aimed at easing the burden of going public for smaller companies. The bill gained widespread bipartisan support and is expected to be signed into law by President Obama soon. The Jumpstart Our Business Startups Act, or simply the JOBS Act, achieves two major objectives: reducing cost and regulation for smaller companies seeking to go public and allowing for “crowdfunding” to solicit small investments, typically through the Internet. The legislation creates a new category of issuers with the Securities and Exchange Commission (SEC), called “emerging growth companies”—those with total annual gross... Read More