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. Wed, 21 Oct 2026 11:32:39 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.13 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Lessons Learned: The Inaugural Year of Say-on-Pay – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Lessons Learned: The Inaugural Year of Say-on-Pay https://corpgov.law.harvard.edu/2012/02/22/lessons-learned-the-inaugural-year-of-say-on-pay/?utm_source=rss&utm_medium=rss&utm_campaign=lessons-learned-the-inaugural-year-of-say-on-pay https://corpgov.law.harvard.edu/2012/02/22/lessons-learned-the-inaugural-year-of-say-on-pay/#comments Wed, 22 Feb 2012 15:43:16 +0000 http://blogs.law.harvard.edu/corpgov/?p=25906?d=20150113151147EST Posted by Anne Sheehan, California State Teachers' Retirement System, on Wednesday, February 22, 2012
Editor's Note:

Anne Sheehan is Director of Corporate Governance at the California State Teachers’ Retirement System.

One thing is for certain: Pay is unique at every company. There are as many iterations of pay as there are companies in America. This uniqueness makes our job as shareholders very challenging. For the most part, we must rely on the members of compensation committees to develop the compensation philosophy and structure in order to incentivize management and align their interests with those of shareholders. We believe that poorly structured pay packages harm shareholder value by unfairly enriching executives at the expense of owners – the shareholders. On the other hand, a well aligned compensation package motivates executives to perform at their best. This benefits all shareholders.

There have been many changes this proxy season and although the evaluation of compensation is still a challenge, we have learned a few things along the way. Given the unique nature of compensation, CalSTRS tried to evaluate pay holistically at every company. We not only looked at the alignment between pay practices and the performance of the companies, but also corporate peer groups, problematic pay practices, and disclosures.

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