Resource Library Insights

Say on Pay vote failure rate sits at lowest level since 2017.

Russell 3000 equity plan proposals are facing historically low shareholder support and higher failure rates in 2023. These headwinds likely reflect both increased shareholder and proxy advisor expectations in equity plan sizing and increased share usage pressure at companies in depressed markets.

While we don't anticipate immediate clarity on these questions, we see this as an opportunity for companies to reflect on their DE&I policies, practices, and metrics to ensure they align with business and communication strategies.

Competitive pay benchmarking, incentive goal rigor analyses, and more traditional realizable pay analyses provide a more exhaustive set of tools to calibrate and assess pay and performance.

CAP to SCT ratios remain positively correlated with TSR over the reported period.

Our year-end report recaps proxy voting results and trends for 2022.

Vote results between the two indices have diverged due to a fractured governance landscape and differentiated expectations for “good” governance at large- and small-cap companies.

With volatility and rising interest rates, will some performance-based equity awards be worth the greater cost?

This proxy season will revert toward the pre-pandemic focus on financial metrics and conventional pay-for-performance structures.

The historically high S&P 500 failure rate is likely to remain through year-end, while the Russell 3000 failure rate has stayed steady since June.

How does the board keep the magic alive as the company matures? How does the organization keep talent engaged when financial incentives become less effective? How do you keep competitors—whether established or upstarts—from coming for your now-proven talent?

Emerging themes from this year’s Say on Pay and proxy voting season suggests a fundamental shift in shareholder and proxy advisor perspectives on compensation.

This week’s report highlights companies with non-calendar fiscal year-end dates between 3/31 and 6/30 that disclosed actions in relation to COVID-19, and the response from shareholders and proxy advisors thus far.