In the Media
Joe Adams Discusses Topics for Executive Compensation Lawyers to Watch in 2025 with Law360
In the Media
January 24, 2025
Winston & Strawn partner Joe Adams was quoted in a Law360 article discussing topics that executive compensation lawyers should follow in 2025, including executive security and shareholder battles. Attorneys say that there has been an increased focus on executive security, which has already been on practitioners’ radar in recent years due to the U.S. Securities and Exchange Commission’s crack down on executive perks. The SEC has taken enforcement action against several public companies for failing to disclose perks, which the agency has been clear includes executive security and use of corporate jets.
Joe told Law30 that executive security is a hot topic for attorneys in 2025, “which was hot already” because of SEC action. Since the healthcare CEO’s attack, Joe said some clients have been surprised to learn that a CEO’s personal security details must be included on a proxy disclosure. He said he’s also looking for the SEC to potentially release future guidance on the issue.
“Lots of companies now might start to disclose a pretty significant discrete expenditure for security,” Joe said.
The article also highlighted the potential for more public company shareholder proposals focused on compensation and new disclosures expected on clawbacks of executive pay. The SEC’s clawback rule, which was required under the 2010 Dodd-Frank financial overhaul, requires executives at publicly traded companies to return bonuses in the event of a later-discovered accounting error, even if the executive was not responsible for the error. Law360 noted an October report from top shareholder advisory firm Institutional Shareholder Services Inc. that made clear it would only consider public companies’ clawback policies to be “robust” if they went beyond the minimum requirements under Dodd-Frank and instead covered all time-vesting equity awards.
Joe said the pressure from shareholder groups presents a question for company leaders: “Do we define our own compensation system, or do we allow other people to tell us what has to be in there?”
