The Advisors' Blog

While we’re on the topic of things complicating say-on-pay for individual companies, during our recent webcast, “Proxy Season Post-Mortem: The Latest Compensation Disclosures,” Dave discussed a notable trend shown in Semler Brossy’s analysis of say-on-pay in the 2024 proxy season. A number of the companies that received less than 75% support received split recommendations this season — that is, “ISS would recommend one way and Glass Lewis would recommend another way and so you’d have “FOR” the Say-on-Pay vote from one proxy advisory firm, and “AGAINST” the Say-on-Pay vote from the other.” Here’s more from Dave’s commentary:

In fact, the Semler Brossy research identified 80 Russell 3000 companies that received a Say-on-Pay vote below 75% where they had a split recommendation between ISS and Glass Lewis. There’s not a whole lot you can glean from that because, in many respects, it is going to be very dependent on the particular company situations that they’re analyzing.

Obviously, as we all well know, ISS and Glass Lewis do not take the exact same approach to evaluating pay-versus-performance and overall compensation level approaches in their research. That’s something to watch out for. When you do have those split recommendations, it is something you have to think about in terms of how you might approach a company’s response or how you might approach engagement in that situation to try to garner sufficient support so you’re up above that 70% – 75% level.

– Meredith Ervine