Pay Ratio, Proxy Disclosure and Say on Pay: Looking Back and What’s Ahead
The pay ratio, proxy disclosure and say on pay are all intended to empower shareholders and give them the resources to ensure that the level and structure of executive pay are aligned with shareholder interests. Our panel of key thought leaders and practitioners will address several key questions about these “shareholder control” devices: Are they needed? Do they work as Congress intended? How can they be improved?
Discussion topics will include:
- How should shareholders use the pay ratio data?
- Does the CD&A need a required graphic disclosure of pay vs performance?
- What pay factors affect Say on Pay approval levels?
- Are asset managers reluctant to vote “no” for fear of losing corporate business?
Shareholder Value Advisors Inc.
- Average employee pay can provide great insight on the alignment of employee pay with management pay and shareholder value but the required analysis goes far beyond the pay ratio.
- Proxy disclosure can be dramatically improved by the addition of a single graph.
- The graph is a scatterplot of relative pay against relative performance showing the regression trendline and reporting the slope (“pay leverage”), the correlation (“pay alignment”) and the intercept (“the pay premium at industry average performance”).
- Unfortunately, few companies are willing to provide the graph and institutional investors don’t ask for it.
- Say on Pay voting can be used to assess the governance efforts of institutional investors including the giant passive investors (BlackRock, Vanguard and State Street).
- Active investors can use their excess return to demonstrate the value of their stock selection and oversight.
- Passive investors can’t use returns to demonstrate the value of their oversight, but they (and rating services like Morningstar) can use their proxy voting to demonstrate the value of their oversight.
- We’ll show a measure of Say on Pay voting quality that measures whether an investor’s SOP voting is informed by objective measures of pay equity, fair to management and fair to shareholders.
Meridian Compensation Partners, LLC
- 2019 Say on Pay Results/Trends
- CEO pay ratio related shareholder proposals and proposed legislation
- Large investors engagement priorities
- ISS Policy Updates
- Regulatory Update
Pay Governance LLC
- CEO Pay Ratio Background
- Year-over-year ratios by industry and company size
- What variables affect the ratio
- How should Compensation Committees evaluate their ratios
- Evolution of the CD&A (SEC Compliance -> Say-on-Pay Support Document -> Shareholder Communication Document)
- Use of Realizable Pay to Further Investor Understanding
- Expanded disclosure of director compensation due to expanded scrutiny
- Limits on compensation
- Other Emerging Topics
Stephen F. O’Byrne is President and co-founder of Shareholder Value Advisors Inc., a consulting firm that helps companies increase shareholder value through better performance measurement, incentive compensation and valuation analysis. His work on measuring the strength and cost-efficiency of top management incentives has been published in the Harvard Business Review, the Journal of Investing, Conference Board Director Notes, the Journal of Applied Corporate Finance and the WorldatWork Journal. He is the co-author, with Professor David Young of INSEAD, of EVA and Value-Based Management. He was previously head of the compensation consulting practice at Stern Stewart & Co. and a Principal in the executive compensation practice at Towers Perrin.
Stephen F. O’Byrne is President and co-founder of Shareholder Value Advisors Inc., a consulting firm that helps companies increase shareholder …
Ron Rosenthal is a Lead Consultant at Meridian Compensation Partners, LLC. Ron has served corporate boards and senior management teams for 25 years, developing customized compensation programs aligned with business strategies. Ron provides guidance on a broad range of executive compensation matters including compensation strategy, peer group development, competitive assessments, incentive plan design, alignment of pay and performance, severance and change-in-control arrangements, and non-employee director compensation.
Ron has written numerous articles, and is a frequent speaker, on executive compensation matters.
Ron Rosenthal is a Lead Consultant at Meridian Compensation Partners, LLC. Ron has served corporate boards and senior management teams …
He specializes in the analysis, design and implementation of executive pay programs that drive shareholder value. Pat consults with publicly-traded, privately-owned and pre-IPO companies in a wide spectrum of industries regarding executive and non-employee director pay programs. His work includes pay level benchmarking (both U.S. and international positions), annual and long-term incentive plan design, and special situations.
Pat has worked with numerous Fortune 500 and other prominent companies, with a particular focus on healthcare companies.
Pat has been published in leading journals and newspapers, including the Directors & Boards, Agenda, and Financier Worldwide. Recently, he has written articles entitled “Activist Shareholders and Executive Compensation”, “Do companies known for innovation use incentive metrics that measure innovation?” and “2016 Compensation Trends in U.S.”
He specializes in the analysis, design and implementation of executive pay programs that drive shareholder value. Pat consults with publicly-traded, …
Michael Kenney is a Principal in the Chicago office of FW Cook with eleven years of experience in executive compensation consulting. His professional experiences and responsibilities include supporting senior consultants in the development of customized reward programs that align with client business strategies and human resources objectives, developing collaborative ongoing relationships with client human resources teams, managing the consulting team responsible for the preparation of client deliverables, and designing and preparing analytics that support the compensation decision-making process, among others. Michael’s clients are both public and private companies in a variety of industries and company size categories.
He has spoken on the subjects of CEO pay ratio and ISS’ governance risk model, and authored the Firm’s 2011 Long-Term Incentive Grant Practices report on the prevalence and design of long-term incentives among the largest 250 corporations in the U.S. Michael earned a B.A. in economics and a B.A. in statistics with honors from the University of Chicago
Michael Kenney is a Principal in the Chicago office of FW Cook with eleven years of experience in executive compensation …
Print and review course materials
Method of Presentation:
General knowledge of executive compensation
NY Category of CLE Credit:
Areas of Professional Practice
NASBA Field of Study:
Business Law - Technical
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About Meridian Compensation Partners, LLC
Meridian Compensation Partners has a singular focus: to provide the most effective solutions and independent advice in executive compensation and corporate governance consulting. With over 70 associates in ten offices in the US and Canada, Meridian provides top management, boards and compensation committees at public and private corporations with core services that include board level advisory services, compensation program design, research and competitive market intelligence on executive pay and governance matters. We are unique in our ability to provide a full array of services and capabilities and develop long-tenured, board-level consulting relationships to over 500 major publicly traded and privately held corporations. We serve companies across all industries, and have particular expertise in industry sectors with unique labor markets, business metrics, and compensation practices. We guide clients through challenging issues and bring each relationship an independent perspective, expertise, knowledge, and deep resources.
About Pay Governance LLC
Pay Governance LLC is an independent firm that serves as a trusted advisor on executive compensation matters. Our work helps to ensure that our clients' executive rewards programs are strongly aligned with performance and supportive of appropriate corporate governance practices.
We assist in developing an overall framework and governing philosophy, which describes the company’s approach to all aspects of pay. We utilize decision-quality data to assist compensation committees in making fully informed decisions.
We evaluate incentive and other executive program designs to:
- Ensure that plans meet the company’s philosophy
- Support corporate strategy and organization
- Ensure performance measures are appropriate and consistent with the company’s value creation objectives
- Improve “line of sight”
- Align executive interests with those of shareholders
- Be tax, accounting, and dilution efficient
- Align pay and performance
We keep compensation committees informed and educated on emerging trends and key developments in executive compensation
We perform periodic reviews of executive arrangements, benefits and perquisites from both a “how” and “how much” perspective.
We work with compensation committees to ensure compliance with relevant regulations and best practices.
About FW Cook
FW Cook is an independent executive compensation consulting firm that provides objective advice to boards and management of the world’s leading companies. Our firm’s principal objective is to add value to the executive pay programs and processes of our clients. Our consultants collaborate with clients to solve complex problems and design programs that support their business strategy and successfully link executive pay to shareholder value. Founded in 1973, we serve public, private, and tax-exempt organizations across a broad spectrum of industries. With the largest market share of board engagements among our competitors, we currently serve over 750 clients. FW Cook’s offices are located in New York, Chicago, Los Angeles, San Francisco, Atlanta, Houston, and Boston. To learn more about us or to join our mailing list, visit us on the web at www.fwcook.com.