The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Fri, 03 Jul 2026 11:31:03 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Say on Pay Drives Compensation Program Changes – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Say on Pay Drives Compensation Program Changes https://corpgov.law.harvard.edu/2011/10/06/say-on-pay-drives-compensation-program-changes/?utm_source=rss&utm_medium=rss&utm_campaign=say-on-pay-drives-compensation-program-changes https://corpgov.law.harvard.edu/2011/10/06/say-on-pay-drives-compensation-program-changes/#comments Thu, 06 Oct 2011 13:19:52 +0000 http://blogs.law.harvard.edu/corpgov/?p=22085?d=20150105142404EST Posted by Matteo Tonello, The Conference Board, on Thursday, October 6, 2011
Editor's Note:

Matteo Tonello is Director of Corporate Governance for The Conference Board, Inc. This post is based on a Conference Board Director Note by Russell Miller and Yonat Assayag of ClearBridge Compensation Group.

The arrival of say-on-pay (SOP) votes has renewed the focus of directors and senior management on striking the right balance between designing an effective executive compensation program that supports the company’s strategic business objectives and one that is sensitive to shareholder perspectives. As a result, many companies made changes to their compensation programs this year, aimed at enhancing the relationship between pay and performance in preparation for their first SOP votes. This report examines the changes made by some Fortune 500 companies and includes recommendations for companies to consider in their 2012 compensation decision-making.

An analysis of the first 100 proxy filings by Fortune 500 companies (First 100) subject to shareholder advisory votes under the Dodd-Frank Wall Street Reform and Consumer Protection Act demonstrates some of the real effects SOP has had on executive compensation. [1] A key learning from those filings is that companies that perform and successfully demonstrate that their pay programs support and drive performance are more likely to win shareholder SOP votes.

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