Say on Pay Gathers More Steam
Before the bottom fell out of the financial services industry and companies in other industries began to prove that the domino effect is alive and well, support for shareholder resolutions on executive compensation seemed to be losing momentum. The SEC issued stringent compensation disclosure requirements, which may have partially placated the concerns of some corporate watchdogs about exorbitant pay packages, and if stocks perform well, CEO support is the norm.
Proxy advisory firms report that support for say-on-pay shareholder resolutions a year ago garnered support of just above 40 percent at companies that voted on the issue, slightly less than supported the idea the previous year.
But after investors saw the government bailing out financial services companies whose CEOs were remunerated like sultans, attention turned to compensation at other companies in their portfolios — and as many stock prices were plummeting, momentum returned for say on pay.
Congress has attached strings to executive compensation at bail out firms and it doesn’t appear that legislators will stop there. Both President Obama and new SEC head Mary Schapiro support the notion of requiring all public companies to offer shareholders an advisory vote on executive pay, and companies are taking note. Intel Corp. is the latest company to announce that it would allow shareholders the say on pay vote. According to The Wall Street Journal, 16 U.S. companies currently grant or plan to grant the vote and a dozen more boards are considering whether to follow that path.
The compensation advisory vote could be the biggest governance issue of the next several years. While the resolutions are non-binding and likely won’t win majority support on the first go-around, companies that are willing to negotiate with shareholders over pay curbs through such methods as linking stock options to company performance and tying bonuses to long-term results will boost their reputation for governance best practices.








