The Dodd-Frank Wall Street Reform and Consumer Protection Act attempted to create more accountability for shareholders by allowing them to vote on executive compensation packages. Dodd-Frank mandates both periodic “say on pay” votes and, in some cases, “say on golden parachute” votes when a company is involved in a change of control transaction, such as a merger.
There are varying opinions as to whether these relatively new legal standards are a positive influence on corporate America. But what’s for sure is that boards are paying attention. The executive pay conversation has grown louder, whether it’s about CEOs or their somewhat less well-compensated general counsel counterparts, and while much of the talk is about the annual pay package, boards are also taking note of how they pay executives during times of transition in company ownership.
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