Last Thursday, the SEC held its roundtable on executive compensation disclosure requirements. Our own Dave Lynn (who spoke on a panel) noted on TheCorporateCounsel.net blog on Friday that the event was well-attended. If you missed it — either in person or virtually — the SEC posted a replay of each panel on the SEC’s YouTube channel. And if listening to 4+ hours of discussion about the SEC’s executive compensation disclosure requirements is just not in the cards for you right now (or ever), we’ve got you covered!
In blogs on TheCorporateCounsel.net on Friday, Dave shared his thoughts and excerpts from the remarks by Chairman Atkins and Commissioners Crenshaw, Peirce and Uyeda. On the Proxy Disclosure Blog, Mark Borges (who also spoke on a panel) shared a few thoughts about revisiting the current disclosure requirements that occurred to him as he listened to the various panelists. Today, I thought I’d share high-level topics, ideas and themes that I heard throughout the three panels, many of which were teed up in advance by Chairman Atkins, and whether there was consensus or some disagreement among the panelists. Here are a few:
– How or whether executive compensation disclosure requirements drive or distort compensation decision making
Panelists cited the requirement to hold a say-on-pay vote and compensation committees taking into account investor and proxy advisor policies
Panelists also noted that including executive security spend in the Summary Compensation Table’s calculation of “Total Compensation” can distort investor and proxy advisor perception and analysis of pay (although corporate representatives stressed that the board will make decisions in the best interest of the company regardless)
– Whether the executive compensation disclosure requirements effectively convey how the board and compensation committee consider compensation
A number of panelists supported the suggestion that the disclosure requirements more closely reflect the presentation of pay in board materials — including the “target” and “outcome” tables that compensation committees use
– Whether “more is better”
Investor representatives generally made suggestions for additional disclosures, and issuer or advisor representatives generally suggested that the rules could be shortened and streamlined
Repeated “asks” by investor representatives included that quantitative disclosures be machine-readable and that the disclosures more clearly present the life-cycle of an equity award
– Whether the executive compensation disclosure rules are too granular and attempt to elicit disclosure of ALL the information ANY investor might want to know, instead of focusing on materiality and the reasonable investor standard
If you’re wondering about the title of this blog, CII’s Bob McCormick shared a story about his high school job making ice cream. He once asked the owner why they make some unusual flavors that weren’t very popular. The owner explained that one customer — who drove 30 minutes each way — really liked them. From there on out, “rum raisin ice cream” was a favorite call back, but panelists disagreed whether the rules should require companies to keep making rum raisin ice cream — i.e., keep disclosing information that is very valuable only to a small subset of investors. Now you know!
– Whether simplifying the Item 402 disclosure requirements would actually result in shorter disclosures
As Dave noted, while say-on-pay required very little disclosure, companies significantly expanded their voluntary disclosures after these votes were legislatively mandated
– The complexity and homogenization of pay and the factors driving these developments
There was generally consensus that companies feeling like they have to follow a “one-size-fits-all” approach to pay programs — with most pay in the form of PSUs — is a bad thing for both companies and shareholders, and that flexibility — including to simplify equity programs to largely time-vested with a long holding period — would be beneficial
– Consensus that the prescriptive, tabular requirements generally provide overly complicated and difficult to use disclosures, while some voluntary disclosures are particularly useful (including presentations of realized and realizable pay)
A few investor representatives described the complicated process they follow to understand executive equity awards, which involves flipping between numerous tables and referencing Form 4s
– Consensus among the issuer and advisor representatives that compensation disclosures are too costly to prepare
Corporate representatives stressed that “every dollar matters” for companies both large and small, while also noting the outsized burden on less-resourced small- and mid-cap companies
Our 2025 Conferences will be taking place Tuesday & Wednesday, October 21 & 22, at the Virgin Hotels in Las Vegas, with a virtual option for those who can’t attend in person. The early bird rate is ending soon! You can sign up by emailing info@ccrcorp.com or calling 800-737-1271.
Despite a sharp decline in shareholder proposals, the number of proposals on executive compensation topics dropped by only a handful this year. That’s according to recent stats from The Conference Board and ESGAUGE, which look at stats from Russell 3000 companies.
In further contrast to environmental & social, as well as governance proposals, these stats show that average support for executive compensation topics increased by 3% this year. It’s the only category besides “other” where average support increased. Here’s more detail (data is through June 13th):
Number of shareholder proposals voted in the Russell 3000: 443 (vs. 576 in 2024)
Governance: 165 (155)
Environmental: 60 (76)
Social: 102 (172)
HCM proposals: 38 (84)
Executive compensation: 51 (56)
Other (e.g., elect dissident’s director): 27 (33)
Average support: 23% of votes cast (vs. 22% in 2024)
Governance: 39% (39%)
Environmental: 10% (18%)
Social: 13% (16%)
HCM proposals: 9% (16%)
Executive compensation: 17% (14%)
Other: 38% (19%)
Number of shareholder proposals omitted/withdrawn: 313 (vs. 330 in 2024)
Omitted: 180 (136)
Withdrawn: 133 (194)
When you look closer, the story isn’t super clear-cut. We’ve been discussing factors that have been contributing to the overall drop in proposals over on The Proxy Season Blog – and many of those same factors are at play in the compensation category. One of those is the opposing forces of “traditional” proposals versus “anti-ESG.” For example:
– Meredith shared a few weeks ago that support for severance agreement-related proposals has been down this year (through May 1st).
– At the same time, anti-DEI proponents have submitted proposals relating to incentive compensation milestones – so those may account for some of the numbers this year.
Another variety of executive compensation related proposal that I’ve seen recently was a request to include CEO pay ratio in the company’s consideration of executive compensation, which to my knowledge hasn’t passed. Reach out if you know of any other proposals that we should watch for!
I don’t know about you, but I’m on the edge of my seat for tomorrow’s roundtable at the SEC, especially because so many of the participants are friends of our sites and also speaking at our upcoming “Proxy Disclosure & Executive Compensation Conferences.” (I’m always proud that we have so many members in our community who are giants in the field!)
1. Center on Executive Compensation – Reflecting the input of H.R. and exec comp professionals in response to questions posed in SEC Chair Paul Atkins’ May 16th statement about the roundtable – in particular, explaining the benefits to companies and investors of a more streamlined and principles-based disclosure model.
2. Farient Advisors – Supporting certain aspects of the current rules, including the concept and current definition of “Compensation Actually Paid,” but suggesting elimination of aspects of PvP, elimination of pay ratio, furnishing (rather than filing) the CD&A, and other changes intended to simplify presentations.
3. Cravath – Suggesting an alternative approach to equity award reporting that could simplify tabular disclosures, elimination of the requirement to disclose hypothetical termination scenarios for NEOs that have departed prior to filing Item 402(j) information, streamlining disclosure requirements for IPO and spin-off companies, revisions to Instruction 4 to Item 402(b) to require disclosure of performance metrics only at the time an award is earned, and revising the definition of “Compensation Actually Paid” and other aspects of PvP disclosures.
I know that a number of trade organizations, law firms, and consulting firms also have letters in process, so we’ll continue to see submissions after the roundtable. I have heard through the grapevine that comments will be most impactful if they’re submitted by late July / early August.
Did you know that CCRcorp is turning 50?! That’s right, we’ve been providing essential guidance on disclosures, governance, and executive compensation for half a century – beginning as a “must have” print newsletter and growing into the reliable online resources and events that everyone loves today.
We’re celebrating this milestone on Monday, October 20th in Vegas – and everyone’s invited! The anniversary party will be part of our welcome reception for our “Proxy Disclosure & Executive Compensation Conferences” at The Virgin Hotels, which are October 21st – 22nd. The Conferences will cover what you need to do in light of all the changes that are happening with the SEC, the broader regulatory and business environment, and the investor stewardship landscape. Here’s the agenda – 14 essential sessions over 2 days – and the speaker lineup.
The welcome reception and anniversary party is a casual drop-in event that runs from 4-7 p.m. on October 20th and is open to all attendees of the Proxy Disclosure & Executive Compensation Conferences – there’s no need to RSVP. But if you haven’t made your travel arrangements for the conferences, now’s the time, because the hotel block is going fast! Make sure to factor in the Monday evening reception when you book your tickets! We can’t wait to celebrate.
Of course, now’s also the time to register to attend the Conferences, if you haven’t done that yet. Our “early bird” registration deal is still available for in-person registrations! Our Conferences will be held Tuesday & Wednesday, October 21-22, at Virgin Hotels Las Vegas, with a virtual option for those who can’t attend in person. Reach out to our team to register by emailing info@ccrcorp.com or calling 1.800.737.1271.
This 14-page Glass Lewis report (available for download) says that “perks” are back in the spotlight with investors. Here’s why:
Perquisites, while usually a small component of executive pay packages, are currently soaring — and becoming a point of focus among shareholders and the public. Perquisites are often provided to support the executives in performing their duties, but the exclusivity it offers can also serve as a status symbol. They become problematic when they become excessive, underscoring broader concerns with executive compensation practices.
Ultimately, while perquisites will remain a constant feature of executive pay packages, a recent spike in perquisite costs is testing shareholder tolerance. In this post, we look at what is driving that spike, with a focus on aircraft, housing and security, and at how companies are reporting the costs.
According to the report, when investors deem perks to be excessive, they may also view them as a “canary in the coal mine” for poor governance or other problematic pay practices – which can lead to low support for say-on-pay and/or compensation committee members. Aircraft usage remains a sticking point, so Glass Lewis recommends disclosing a compelling rationale if these travel expenses greatly exceed industry norms or the company’s past practices. For example, investors may be more understanding if the company is requiring use of corporate aircraft following a third-party security study that identified credible threats. Speaking of security costs, the report gives this stat:
Among S&P 500 companies, the median total security reported for CEO in 2023 increased by approximately 114% and 98% compared to fiscal years 2019 and 2020, respectively. Prior to the pandemic, only 67 S&P 500 companies covered security costs for executives. This rose to 98 companies in 2023.
Glass Lewis predicts security-related expenses will be even higher when we see 2024 data. Investors may apply more scrutiny if enhanced security spending is triggered by other perks like “super commuting” that create security gaps. The report concludes with these suggestions:
Increased discussion and disclosure regarding rationale for out-of-the norm perquisites should be regarded as best practice and a standard in proxy statements going forward. Increased engagement on such topics is also efficient in curtailing excessive benefits. Going forward, we expect increased disclosure and increased adoption of limitations on total perquisite benefits, particularly as they relate to personal use of aircraft.
We’ve posted the transcript for our recent webcast “Top Compensation Consultants Speak” with Blair Jones of Semler Brossy, Ira Kay of Pay Governance and Jan Koors of Pearl Meyer. They discussed:
– DEI Programs, Disclosures & Metrics: The Compensation Committee’s Role
– Plan Design & Goal Setting Amid Uncertainty & Volatility
– Key Changes in Investor & Proxy Advisor Policies & their Impact in 2025
– Metrics & Perks: Notable Observations from the 2025 Proxy Season So Far
– Compensation-Related Shareholder Engagement
– Did Dodd-Frank Rules Reduce or Curb CEO Pay or Change Incentive Design?
During the program, Blair shared these thoughts on the use of discretion and investor perspectives:
Discretion is still suspect. I expect we will, again, from a tariff standpoint, start to see more discretion being used, particularly on short-term incentive programs, just because short-term incentive goals were set before we knew the full impact of the tariffs. We knew they were coming, but we had no idea what the impact was going to be.
A number of clients are trying to get ahead of that and to think about how they might create a framework for what discretion might look like, developing a scorecard, for lack of a better term, where they can look at the things that are within their control. Just to give a few examples, it might include things like:
How are you doing relative to mitigating the tariffs?
How are you doing on a relative performance basis, not just on TSR, but on financial measures, on market share, on relative gross margin, on relative ROIC?
Are you actually outperforming?
Are there strategic initiatives related to customers or channels that you can continue to move forward?
How are you performing operationally?
Discretion will be looked at with suspicion, but in order to have some basis for discretion around your business that is both compelling and does not play too strong a hand, you could think about it in terms of, “if you fall off your thresholds, or even if you’re right hanging at threshold, but you’ve outperformed your peers, there may be room for discretion.” We’ll have to see how the stock market performs and how shareholders feel.
Members of this site can access the transcript of this program for free. If you are not a member of CompensationStandards.com, email info@ccrcorp.com to sign up today and get access to the full transcript.
Programming Note: We won’t be blogging tomorrow in recognition of the Juneteenth holiday. Our blogs will be back on Monday.
I’m even more excited for our fall “Proxy Disclosure & 22nd Annual Executive Compensation Conferences” now that we’ve pulled together the agenda. Our experienced speakers will be covering all the things you want to hear about right now (and the things you’ll want to hear about in October)! Conference sessions include:
With the conferences in Vegas this year, we also had a little too much fun sprinkling phrases like “play your cards right” and “your ace in the hole” throughout the panel descriptions.
Our “early bird” registration deal is still available for in-person registrations! Our Conferences will be held Tuesday & Wednesday, October 21-22, at Virgin Hotels Las Vegas, with a virtual option for those who can’t attend in person. Reach out to our team to register by emailing info@ccrcorp.com or calling 1.800.737.1271.
Tune in at 2:00 pm Eastern tomorrow — Tuesday, June 17 — for our annual webcast “Proxy Season Post-Mortem: The Latest Compensation Disclosures” to hear Mark Borges of Compensia, Dave Lynn of CompensationStandards.com & Goodwin and Ron Mueller of Gibson Dunn discuss the ins and outs of compensation disclosures during the 2025 proxy season and share some thoughts on the SEC’s upcoming Executive Compensation Roundtable, for which all three of them are serving as panelists.
In the last two years, we’ve extended the runtime of this program to 90 minutes since we were all tackling major new rulemaking. (I’m talking about you, PvP and clawbacks!) So much has happened this proxy season, we’re sticking with 90-minutes so Ron, Mark and Dave have time to cover all these hot topics:
2025 Shareholder Engagement Challenges
2025 Proxy Statements — DEI and Other E&S Developments
2025 Proxy Statements — Executive Compensation Disclosures
– Say-on-Pay during the 2025 proxy season
– CD&A highlights
– Pay-versus-Performance disclosure
– Compensation clawbacks
– Perquisite disclosure
– Proxy advisory firm policies
– Equity award grant practices
Shareholder Proposals
Upcoming SEC Roundtable
Members of this site can attend this critical webcast at no charge. If you’re not yet a member, you can sign up by contacting our team at info@ccrcorp.com or at 800-737-1271. Our “100-Day Promise” guarantees that during the first 100 days as an activated member, you may cancel for any reason and receive a full refund. The webcast cost for non-members is $595.
We will apply for CLE credit in all applicable states (with the exception of SC and NE which require advance notice) for this 90-minute webcast. You must submit your state and license number prior to or during the program using this form. Attendees must participate in the live webcast and fully complete all the CLE credit survey links during the program. You will receive a CLE certificate from our CLE provider when your state issues approval; typically within 30 days of the webcast. All credits are pending state approval.
This program will also be eligible for on-demand CLE credit when the archive is posted, typically within 48 hours of the original air date. Instructions on how to qualify for on-demand CLE credit will be posted on the archive page.
1. Executive Compensation Decisions: Setting Compensation and Informing Investment and Voting Decisions
2. Executive Compensation Disclosure: How We Got Here and Where We Should Go
3. More on Executive Compensation Disclosure: How We Got Here and Where We Should Go
The panelists include a mix of outside and in-house counsel, investors, compensation consultants, and more – including our very own Dave Lynn and Mark Borges, and several other folks who will be familiar to members of our sites! Mark just shared a few observations relating to topic #1 on his “Proxy Disclosure Blog” on this site – and Dave shared his perspective on creating the “summary compensation table” and “compensation discussion & analysis” disclosure rules.
The roundtable will be held at the SEC’s headquarters at 100 F Street, N.E., Washington, D.C., from 1 p.m. – 5:35 p.m. ET. The event will be open to the public and webcast live on the SEC’s website. Doors will open at noon ET. For in-person attendance, registration is required. For online attendance, registration is not necessary – you can find the broadcast on the SEC’s website.
We expect to see more activity around comment letters and suggestions after the roundtable.
You can’t go a day right now without seeing reports that a company or industry is laying off employees. The economic outlook seems to whipsaw every few days right now, so maybe things will turn around. But with the main reasons for cuts appearing to be the rise of AI solutions and uncertainty, it’s also possible the labor market for non-executives won’t recover any time soon.
As Meredith blogged just a couple years back, some companies find themselves in a tricky position if they implement generous executive pay plans that have to be justified many months down the road – perhaps following a reduction in force. Consider this blog a reminder for your comp committee to ask questions and think ahead on that issue – because even if it’s out of fashion to care about whether “CEO compensation justifications ring hollow amidst layoffs,” I also can’t think of anyone who wants to be the poster child for a future “eat the rich” campaign.
And fun fact! Meredith’s husband and brother-in-law were staffers at The Onion for years, working on the graphics and visual effects that readers know & love. You may even be able to spot a photo of Meredith’s parents accompanying an article.