October 9, 2014
Clawbacks: Stats & Pointers
– Broc Romanek, CompensationStandards.com
From our conference last week, here are some statistics about clawback proposals:
– 13 proposals submitted; 1 excluded through the no-action process (company submitted a conflicting proposal), 3 voted on and 9 withdrawn through negotiations
– Most of these proposals were to enhance existing clawback policies
– Most submitted by New York City or UAW Pension Fund, but Chevedden submitted at one company
– Obtained >30% vote at the two companies that the proposals argued did not have a strong clawback
Some other things that practitioners have been doing related to clawbacks are:
– Adopting ones for those companies that did not have them
– In light of the success of John Chevedden’s “hold til retirement” shareholder proposal (the most common executive compensation shareholder proposal in 2014), considering whether share deferrals should be used as a means to satisfy this and to serve as a recoupment/clawback
– Reviewing existing and proposed new executive compensation programs to identify which ones clearly are, may be or clearly are not likely to be subject to the SEC’s rules.