Return to Normal? Say-on-Pay Support Expected to Rise

By Agenda | Mar 18, 2024 | Read more

Principal Shaun Bisman was quoted in Agenda discussing the Say on Pay voting outlook for 2024. Compared to recent years, support for executive pay programs is expected to rise for 2024 proposals, as compensation plans received improved support in 2023. During the pandemic, some public company boards used special retention awards and other measures to increase incentive payouts, which resulted in criticisms from institutional investors and proxy advisory firms (resulting is lower support for executive pay programs). Early 2024 voting shows that say-on-pay support is close to returning to pre-pandemic levels.

New Disclosure to Cast Light on Investors’ Say-On-Pay Votes

By Agenda | Mar 4, 2024 | Read more

Principal Shaun Bisman was quoted in Agenda discussing Say on Pay changes to Form N-PX. Significant changes to a regulatory filing required from institutional investors will allow boards more insight into their shareholders’ voting patterns (regarding compensation). These disclosures are likely lead to a more beneficial shareholder outreach process. Under changes to Form N-PX finalized by the SEC in 2022, institutional investors will need to disclose their say on pay vote (as well as other compensation-related votes). The 2024 proxy season will be the first subjected to this new level of transparency as the rule became effective for votes cast after June 30, 2023 (most votes take place in the first half of the year).

Was Elon Musk Overpaid?

By Directors & Boards | Feb 27, 2024 | Read more

Partner Margaret Engel was featured in an article discussing the Tornetta v. Musk decision and its potential impact on how the Elon Musk is paid. The article discusses potential changes to executive compensation planning, equity incentives to large stockholders, CEO pay magnitude, alignment between executive compensation and shareholder interests, and lessons from this case regarding good (and bad) governance.

Character of the Corporation: Executive Compensation and Total Shareholder Return

By Directors & Boards | Feb 23, 2024 | Read more

Partner Eric Hosken participated in a panel discussing the advantages / disadvantages of total shareholder return (TSR) as a basis for executive compensation. The discussion took place at MLR Media’s Character of the Corporation conference.

2024’s Top Comp Committee Topics

By Directors & Boards | Feb 14, 2024 | Read more

Partners Eric Hosken and Dan Laddin discuss how succession planning, ESG, and the election season will affect compensation as we move toward 2025. The new year is off to a strong start, coming off a stronger-than-expected fourth quarter of 2023 and a positive start to the year in the stock market. The picture is not all positive though since 2024 is expected to be a highly charged political year with a contentious presidential election, uneven economic recoveries globally and continued conflicts in the Middle East and Ukraine. Uncertainty is something that compensation committees will continue to struggle with in 2024.

Which big-bank CEOs got hefty pay raises in 2023?

By American Banker | Feb 13, 2024 | Read more

Partner Kelly Malafis and Principal Shaun Bisman’s research about bank CEO pay was cited by American Banker in February 2024. The article discusses how much the CEO’s of JPMorgan Chase, Bank of America, Wells Fargo, Morgan Stanley and Capital One Financial were paid in 2023, based on the banks’ own reporting.

Tracking Board Leaders’ Committee Membership

By Agenda | Jan 29, 2024 | Read more

CAP Principal Ryan Colucci was quoted in Agenda discussing the Board research he performed. One of the findings highlighted in the article discusses how Board leaders are less likely to serve on the audit committee because of the specialized expertise required of the role. Audit committees require chairs with more hard skills and experience with financial statements, as opposed to nom-gov and compensation committees that rely on softer, less mechanical skills.

“World Class” Director Compensation

By The Corporate Board | Dec 12, 2023 | Read more

Partners Matt Vnuk and Dan Laddin wrote an article for The Corporate Board discussing best practices for board of director compensation. Best practice topics covered in this article include compensation philosophy, frequency of pay changes, pay levels, pay program design, equity ownership, and communication / documentation. While global “pay equity” debates rage over the compensation of top executives versus rank and file employees, pay setting for corporate board members has also drawn unwelcome criticism. Though the 2023 court case clawing back $735 million in pay to Tesla directors is an outlier, how well is your board shaping—and communicating—its own pay plan?

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Apr 09, 2024

When Cash is King: Leveraging Cash Awards in a Global Equity Program

Nashville, TN

Many companies consider including cash awards in their equity compensation program, but when is cash the "better" choice? This panel will explore the reasons…
  • Shaun Bisman