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Compensation Philosophy & Programs

Browse the latest articles on pay philosophy, including articles on pay prominance, strategic valuation of pay, talent retention methods, framing the compensation discussion and analysis (CD&A) portion of the proxy statement, and non-direct compensation matters such as SERPs and employee benefits.

Three Questions to Pull Back the Curtain on Discretionary Pay

Judgment by directors acting on shareholders’ behalf is a cornerstone of U.S. corporate governance. So why is it so controversial when CEO pay is based on judgment? A more transparent process, with clear expectations and discussions, can focus performance messages and de-mystify the pay decision for all employees in addition to informing shareholders publicly about CEO pay. Read more

You’ve Failed Say on Pay—Now What?

Year-over-year changes in CEO pay have a greater effect on the likelihood of passing a future say on pay vote after a failure than shareholder engagement and program changes. Read more

Top 5 Lessons from Say on Pay and Shareholder Engagement

Say on Pay has ushered in a new era of shareholder engagement on executive compensation. In the past, centralized proxy voting and governance policy-making groups at institutional shareholders have not had a channel to directly influence executive pay practices, despite growing market concerns. With Say on Pay, they now have an explicit voice. In response, HR professionals accountable for executive pay issues must develop a new set of tools and capabilities. Specifically, direct outreach and engagement with shareholders has become a key component of governance. In this article, we outline Top 5 lessons learned from our experience engaging with shareholders over the last year. Read more

What’s the Role of Equity in the New Environment?

Companies are challenged with goal setting in a volatile market, dramatically diminished value of past equity awards, and share usage issues by maintaining a strict “target value” approach to equity awards. This article, written by Seymour Burchman and Blair Jones, explores alternative approaches to equity awards given these uncertain market conditions. Read more

Navigating the Storm: Compensation Committee Best Practices for Today’s Environment

“Storm conditions” on the executive compensation front make it particularly important for a company’s Board to be proactive and make decisions from a position of strength. To explore what Boards, Compensation Committees, and their advisors are thinking and doing, Agenda recently hosted a roundtable discussion by a select panel of Board members and compensation advisors. Blair Jones, a Semler Brossy Managing Principal, participated on the panel. The discussion (captured in the report, “Navigating the Storm”) focused on compensation philosophy and the application of best practices – particularly timely, given the press spotlight coinciding with significant regulatory, legislative, and economic pressures. Effective navigation starts with a compensation philosophy laying out key principles as a foundation for setting goals and rewards and taking necessary actions to ensure the creation and protection of shareholder value. Actions driven by a set of shared principles, coupled with open lines of communication, will serve a board well – ensuring it can proactively and effectively address problems and take action with conviction, appropriately balancing and responding to internal and external pressures. Read more