James OkaforCRP, CEP
VP, Total Rewards, Halcyon Financial Group
Priya Raghunathan· Head of People Analytics, Calibre Software
Asked in Executive Compensation ·
How candid should the remuneration report be after a 71% say-on-pay vote?
US-listed specialty retailer, about $4bn market cap. Our advisory vote came in at 71% this spring, down from 93%. The main issue was a bonus that paid at 112% of target in a year when the share price fell by a fifth, plus a retention grant to two executives.
I am drafting the response section for next year's proxy. Legal want two careful paragraphs saying we engaged and listened. The committee chair wants to set out plainly what investors objected to and what we changed, including the fact that we did not change the bonus metrics.
Has anyone gone the candid route, and did it help the following year's vote?
0 reactions · 4 replies · 4 views
Accepted answer· by Nadia Haddad
The proxy advisers look for three things after a vote under about 80%: how many holders you spoke to and what share of the register they represent, whether directors took part, and specific changes tied to specific feedback. If the draft does not give numbers on the first two it will be treated as boilerplate however well written. We reported outreach to holders of 62% of shares, meetings with 41%, the committee chair in every meeting. Where we kept something unchanged we said so and gave the reason in two sentences. Your chair's instinct is right.
Read in the conversation ↓
