Abstract
- Average shareholder support for say-on-pay hit an all-time high of 91.7 percent while average total pay for S&P 500 CEOs jumped by 11 percent this proxy season.
- Pay-for-performance misalignment was the principal driver of shareholder discontent for pay programs that received significant opposition.
- The use of incentive awards that are linked to performance criteria, in place of discretionary programs and time-vesting equity, continued to increase.
- Average shareholder support for management equity plan proposals was 88.9 percent, comparable to results in prior years. Only six equity proposals failed to gain majority support from shareholders, down from eight in 2014.
- Average shareholder support for compensation-related shareholder proposals remains low at 26.6 percent. Shareholder interest in severance and CIC-related equity vesting policies and share retention and holding policies continues to trend higher, however, with proposals on these topics increasing in prevalence and receiving relatively high support compared to other compensation topics.
- In the last year, the SEC has taken action on three compensation rules mandated under the Dodd-Frank Act of 2010, all of which will impact both executive compensation disclosure and likely certain practices.
