The Advisors' Blog

Meredith recently blogged about engagement topics following a low say-on-pay vote. This memo from ClearBridge Compensation Group looks at the characteristics of the 29 companies that failed say-on-pay in 2024 – and what they said in 2025 about their compensation programs. Here were some of the most common changes:

– Commitment to No/Limited New Special Awards – 41%

– Increased Disclosure of Incentive Metrics/Goals – 34%

– Modified Performance Share Unit Metrics – 31%

– Decreased CEO Target Compenstion – 28%

– Increased Weighting of Performance-Vested LTI – 21%

– Modified PSU Performance Period – 17%

– Modified Peer Group – 14%

– Engaged New Compensation Consultant – 14%

– Implemented New/Amended Executive Employment Agreements – 10%

– Amended Stock Plan – 10%

– Added or Modified Stock Ownership Guidelines – 10%

ClearBridge notes that 92% (~27) of the companies that failed say-on-pay in 2024 achieved majority support in 2025. That’s good news, although the memo doesn’t specify whether the companies also reached the higher thresholds needed to get credit with ISS and Glass Lewis, which are described in Chapter 19 of “Lynn & Borges’s Executive Compensation Disclosure Treatise.” Mark Borges also recently blogged about an example of “responsiveness” disclosure on his “Proxy Disclosure Blog” on this site.

If you’re not already a member with access to those resources and the rest of our content library, sign up today so that you’re ready for the upcoming proxy season! New members can take advantage of our no-risk 100-day trial by signing up online, calling 800-737-1271, or emailing info@ccrcorp.com.

– Liz Dunshee