BlackRock, the world’s largest asset manager and one of many companies’ largest investors, has voted against compensation plans at several large companies this proxy season, including General Electric last week. Partner Matt Vnuk believes that the practices that investors and proxy advisors are being most critical of this year are not new — it’s just that there were more of them this past year. Senior Associate Ryan Colucci adds that some companies may still opt to adjust mid-cycle long-term plans if they were affected although these types of adjustments are drawing the most fire from investors.

On the subject of pay ratio disclosures at companies that furloughed employees, Senior Associate Ryan Colucci cautions that the timing of furloughs and their duration will matter when it comes to deciding whether to include or exclude furloughed employees from the median calculation. He adds that it is perfectly reasonable to back up the determination date to later in the year if that makes it easier to calculate the median as long as a rationale is disclosed.

Principal Lauren Peek says moves to consider reputational risk in comp plans have been “building” over the past few years. She believes reputation risk really started to gain traction in the height of the MeToo movement, when companies started to think about reputational risk just beyond financial risk to companies. She notes that 2020 was a year that had very similar themes when looking at the racial injustice protests seen over the summer.

Principal Lauren Peek discusses the disparate impact the pandemic had on different companies based on CAP’s review of 50 companies with fiscal year-ends between August and October 2020. Despite an across-the-board dip in median financial performance, total direct compensation at median for CEOs among early filers in 2020 rose 8% over 2019 comp. Peek explains that the increase is deceptive given the disparate impact the pandemic had on different companies.

Senior analyst Whitney Cook explains that ISS’s assessment of Covid-related changes is highly correlated to concern level. Examples from CAP’s recent analysis (by Principal Shaun Bisman and analyst Theo Allen) on ISS’s assessments since the revisions to its governance rating methodology further support the observation.

Principals Shaun Bisman and Bonnie Schindler emphasize the importance for companies to build recruitment pipelines that create more diversity and to disclose their plans to meet the new requirements for board refreshment and diversity goals.

Principals Shaun Bisman and Bonnie Schindler expect proxy advisors to require clearly justified rationales from companies making adjustments to their annual and long-term incentive changes whether due to the global health crisis or the economic climate.

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Sep 28, 2021

De-Risk Executive Pay Programs with Clawbacks and Pay Deferrals


Recent controversies around well-known, brand name companies, and associated investor, media, and public interest in executive accountability has led to a renewed focus on…
  • Shaun Bisman