Our Insights

How Much Does Performance Count In a Say-on-Pay Vote?

Say-on-pay votes are a barometer of shareholder sentiment on executive compensation and performance. While the fraction of companies that fail say on pay—those that receive less than 50 percent support—is small, such feedback is a warning signal to directors that… Read more

Executive Pay: What to Expect for 2015

It’s that time of year when compensation committees and management teams are contemplating changes to executive compensation for 2015. Committees want the changes to be business-based, competitive, and responsive to the market and investor priorities. While not the only consideration,… Read more

Panel Discussion: Driving the Right Performance and Long-Term Incentives

Blair Jones moderated a panel at the Sept 11-12, 2014, Compensation Committee Boot Camp, jointly hosted by NYSE Governance Services, Corporate Board Member and Equilar. The panel answered questions such as how boards ensure performance measures and how to align goals with long-term incentive pay design. This panel also evaluated the right mix of vehicles and metrics that will drive multi-year corporate performance objectives. Read more

How to Successfully Navigate the Changing Landscape of Equity Authorizations

The path to requesting additional shares from shareholders for equity incentive plans has been well defined, and with a success rate over 99%, companies are clearly very comfortable navigating that path. However, the landscape is changing and companies now have a longer list of items to consider in order to ensure a successful share authorization. Read more

Five Questions Comp Committees Should Ask About Perks

Executive perquisites are one of the most overlooked aspects of the executive employment package during compensation committee meetings, and for good reason, executive compensation consultants contend. Except for outsize perks such as corporate aircraft use, perquisites are typically one of the smallest components of executive pay and thus attract less attention than other elements, such as long-term incentive plans and deferred compensation. Read more

Using Long-Term Incentives as a Strategic Driver

A clear and differentiated business strategy is critical to a company’s long-term success. The same is true for a well differentiated strategy for long-term incentive compensation. A tailored and thoughtful approach to long-term incentives can be a valuable management tool—reinforcing for both executives and company stakeholders the company’s key performance imperatives. Read the entire article (PDF) written by Seamus O'Toole and Blair Jones. Read more

Fostering and Rewarding Bright Ideas

It’s rare these days to scan a business journal or newspaper without reading mention of innovation as a, if not the, key success factor for businesses today. Innovation is so top-of-mind for today’s business leaders that it ranks as one of the top five CEO challenges in 2014 — along with human capital, customer relationships, operational excellence, and corporate brand and reputation — according to “The Conference Board CEO Challenge 2014: People and Performance.” Read the entire article by Barry Sullivan and Rosemary Newman (PDF) as it appeared in the August 2014 issue of Workspan. Read more

New Data on Clawback Policies

A recent PWC study of 100 large companies revealed that the two most common clawback policy triggers are misconduct and restatement of financials—which are disclosed in 84% and 68% of policies, respectively. Risk management, performance, and compliance violations were the most seldom used triggers, with risk management predominantly used by financial companies. Many companies initially adjusted their clawback guidelines following the Sarbanes-Oxley Act of 2002, and more are predicted to do so following the finalization of the Dodd-Frank clawback rule, expected later this year. Clawback Policies Vary by Company, Industry: PwC (WSJ CFO Journal (subscription required)) Executive Compensation: Clawbacks—2013 Proxy Disclosure Study (PricewaterhouseCoopers LLP) Read more