Our Insights

Investor Outreach & Say on Pay

Stay up to date on the latest trends in shareholder communication and engagement in connection with Say on Pay and pay for performance.

Set Goals That Meet Stakeholder Expectations

In recent years, no subject in executive compensation has gotten greater focus than the shift toward formulaic, performance-based incentive plans. The advent of annual say on pay, coupled with the increasing attention of institutional investors and proxy advisers, has accelerated this trend and now made this practice the norm. The focus has thus changed to ensuring that the goals underlying such programs are sufficiently rigorous and robust. Read more

Executive Pay: Creating Real Alignment With Shareholders

Nobody really likes total shareholder return (TSR) as an incentive plan metric. Nobody, that is, except the major shareholders of publicly traded companies. Boards feel pressured to adopt TSR as a metric because it is easy to explain to shareholders, but they don’t really embrace TSR due to the lack of transparency and understanding among executives. Shareholders, on the other hand, have strongly supported TSR as a key metric of success. This is the new reality to which board members and executives need to be sensitive when designing incentive plans. Read more

Handling Say-on-Pay Aftershocks: How Directors Can Prepare for Elections After a Poor Vote Outcome

The say-on-pay vote, mandatory since 2011, has become a spring ritual for most public company comp committees. The votes typically go without a hitch. However, exceptions are notable: of Russell 3000 companies reporting results this year through mid-July, 5% have earned between 50%-70%, and only 2.5% earned less than 50%. Just 2% of all companies have failed to receive majority approval since 2013. Read more

Shareholder Activism – NACD Roundtable June 3, 2015

The Semler Brossy consulting team presented on the topic of shareholder activism at a recent NACD Roundtable event on June 3, 2015, in Philadelphia. Download the presentation deck to learn more about: How different types of activists interact with companies How activists are targeting compensation in today's campaigns Dealing with activist shareholders Read more

Engaging Shareholders on Pay

Recent results on say-on-pay votes suggest that, at times when shareholders become unhappy with executive pay programs, boards are sometimes caught unaware. This lapse seems to happen for a couple of reasons: oftentimes board members don’t visit shareholders themselves to hear about pay concerns. Read more

Advancing the Dialogue: Want to align pay and performance? Grant fixed shares

SBCG’s analysis of pay for performance relationships indicates that simply granting the same number of shares each year to individual executives—rather than using a grant date target value—might result not only in more perceived alignment between pay and performance as measured on the grant date, but also in more actual alignment. Read the entire article (PDF) written by John Borneman and Dan Marcus. Read more