The Advisors' Blog

ISS recently released its 2025 Proxy Season Review: United States – Executive Compensation (available to institutional subscribers). The related press release highlights these key say-on-pay takeaways from the 2025 season:

– Shareholder support for say-on-pay proposals decreased slightly, while failure rates remained near all-time low. Median say-on-pay support levels decreased from 94.9% in 2024 to 94.5% in 2025. Failure rates remained low at 1.2% in 2025.

– CEO pay reached a record high in the S&P 500 for the second consecutive year. Median S&P 500 CEO pay was $16.9 million, the highest pay level ever observed. Median CEO pay in the Russell 3000 was $5.7 million, tying the historic high in 2021.

This Pay Governance alert discusses factors influencing say-on-pay trends, which it summarizes in these bullets:

– Proxy Advisor SOP Opposition Has Declined. So far in 2025, Glass Lewis (GL) issued its lowest rate of SOP opposition (10%) in recent years and is converging with the 10% to 12% opposition rates historically observed from ISS. The ISS SOP opposition rate in 2025 of 9% remains low relative to historical rates but is slightly above the 8% dip observed in 2024.

– Proxy Advisor Impact on SOP Outcomes Has Diminished but Remains Influential. The percentage of proxy advisor-opposed SOP proposals that ultimately fail has declined markedly from 2021 to 2025. However, when both proxy advisors oppose SOP, shareholder support levels, on average, are reduced by -34 percentage points (i.e., from 93% support to 59% support).

– Sustained 1- and 3-Year TSR Performance Correlates with Stability in SOP Outcomes. The consistent SOP outcomes in 2024 and 2025 mirror the sustained relatively strong 1- and 3-year S&P 500 TSR performance observed for the years ending in both 2023 and 2024.

– Meredith Ervine