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E-MailLaura Elmore and Brian Myers are consultants and Henry Mbom is a senior associate at Willis Towers Watson. This post is based on their Willis Towers Watson memorandum. Related research from the Program on Corporate Governance includes Paying for Long-Term Performance by Lucian Bebchuk and Jesse Fried (discussed on the Forum here).
Executive Summary
2019 by the numbers so far
2019 Say-on-Pay Snapshot
Source: Willis Towers Watson Global Executive Compensation Analysis Team analysis of 1,944 Russell 3000 companies from January 1, 2019 to July 12, 2019 and 2,230 Russell 3000 companies reporting results in 2018. ISS recommendations confirmed using ISS’s Governance Analytics.
Strong Shareholder Support Remains the Norm
The trend of 90%+ support continues
Source: Willis Towers Watson’s Global Executive Compensation Analysis Team
Shareholder Support and Proxy Advisor Recommendations
Source: Willis Towers Watson’s Global Executive Compensation Analysis Team. ISS recommendations were confirmed using ISS’s Governance Analytics.
Pay-for-Performance Concern
Source: Willis Towers Watson’s Global Executive Compensation Analysis Team review of 227 Russell 3000 companies that received a high concern for pay for performance and a negative recommendation for say on pay (The 227 companies include proposals with pending vote results). Institutional Shareholder Services’ (ISS) areas of concern confirmed using ISS’s Governance Analytics.
36 Companies Have Failed Say on Pay for the First Time So Far in 2019
Source: Willis Towers Watson’s Global Executive Compensation Analysis Team review of 36 Russell 3000 companies that failed say-on-pay for the first time. Institutional Shareholder Services’ (ISS) areas of concern confirmed using ISS’s Governance Analytics
2019 S&P 1500 Equity Plan Voting Results Snapshot
Source: Willis Towers Watson Global Executive Compensation Analysis Team analysis of 242 S&P 1500 companies that had a new or materially amended plan with voting results from January 1, 2019 to July 12, 2019 and 279 companies in 2018. Institutional Shareholder Services’ (ISS) recommendations confirmed using ISS’ Governance Analytics.
2019 Say-on-Parachute Snapshot
Source: Willis Towers Watson Global Executive Compensation Analysis Team analysis of 29 Russell 3000 companies holding a say-on-parachute vote from January 1, 2019 to July 12, 2019 and 81 Russell 3000 companies reporting results in 2018. Institutional Shareholder Services’ (ISS) recommendations confirmed using ISS’s Governance Analytics
