"Take Five: Breaking Down the So-called Say-On-Pay Bill"

BoardMember.com - September 14, 2009

SULLIVAN & CROMWELL LLP Partner Marc Trevino was interviewed on BoardMember.com about the Corporate and Financial Institution Compensation Fairness Act, also known as the "Say-On-Pay Act." Mr. Trevino identified two different components of the bill, the annual non-binding vote on executive pay and the vote in the context of a merger on the golden parachute payments that result from it. Mr. Trevino also discussed the bill's focus on compensation committee and adviser independence and how the act would impose standards for advisers. "I think a committee should be allowed, and in fact encouraged to get the advice that it thinks appropriate. I am in favor of disclosure, I am in favor of annual review—and I think a committee should be accountable for who they select as an adviser—but limiting who they can speak with or get advice from, I think is a mistake," he said.