Monthly Archives: February 2024

S&P 500 CEO Compensation Increase Trends

Aubrey Bout is a Managing Partner, and Perla Cuevas and Brian Wilby are Consultants at Pay Governance LLC. This post is based on their Pay Governance memorandum. Related research from the Program on Corporate Governance includes Executive Compensation as an Agency Problem and Pay without Performance: The Unfulfilled Promise of Executive Compensation both by Lucian A. Bebchuk and Jesse M. Fried; The Growth of Executive Pay by Lucian A. Bebchuk and Yaniv Grinstein; The CEO Pay Slice (discussed on the Forum here) by Lucian A. Bebchuk, Martijn Cremers, and Urs Peyer; and Paying for Long-Term Performance (discussed on the Forum here) by Lucian A. Bebchuk and Jesse M. Fried.

Executive Summary

  • In 2022, median CEO actual total direct compensation (TDC)* among S&P 500 companies was flat, in line with a substantial decrease (-18%) in total shareholder return (TSR).
  • Historical CEO pay increases have been supported by TSR; on average, annualized pay increases over last 10+ years have been ~8 points lower than TSR performance on a percentage basis.
  • In 2023, although S&P 500 TSR rebounded +26%, actual bonus incentive payments will likely be down from 2022 (with variations by industry), with 2021 being the highest recent year for actual bonus incentive payments.
  • In 2024, given continued uncertainty in the economy, we expect CEO actual and target TDC to increase in the low single digits.
  • Performance-based share plans remain the most used long-term incentive (LTI) vehicle; some companies may continue to have challenges in setting long-term goals with the somewhat uncertain economic environment in 2024.

*TDC = sum of base salary, actual annual incentive/bonus paid and the grant date fair value of long-term incentive awards.

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Approaching Shareholder Engagement in 2024

Doug Schnell and Sebastian Alsheimer are Partners, and Daniyal Iqbal is an Associate at Wilson Sonsini Goodrich & Rosati. This post is based on a WSGR memorandum by Mr. Schnell, Mr. Alsheimer, Mr. Iqbal, and Richard Blake.

It has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps companies communicate their strategy, understand shareholder perspectives, and even receive early warnings about impeding shareholder activism.

Below are some perspectives on this critical initiative.

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Weekly Roundup: February 9-15, 2024


More from:

This roundup contains a collection of the posts published on the Forum during the week of February 9-15, 2024

A New Season for Executive Compensation Disclosure


Special Committee Report


Why good boards make bad decisions




The First ESG Proxy Contest Under UPC


Chancery Finds Tesla Board Breached Fiduciary Duties



Living in “interesting” times: The 2024 board agenda


How Boards Should Be Thinking about the Supreme Court’s SFFA Affirmative Action Decision




Executive Compensation Considerations for the 2024 Annual Meeting and Reporting Season




Americas board priorities 2024

Kris Pederson is Center for Board Matters Leader, Barton Edgerton is Center for Board Matters Corporate Governance Research Leader, and Jamie Smith is Center for Board Matters Investor Outreach and Corporate Governance Director at EY Americas. This post is based on their EY memorandum.

Dynamic global crises continue to challenge companies, with the escalation of conflict in the Middle East, the war in Ukraine, geopolitical complexities related to China, and an uneven global economy creating a sense of permanent crisis on a multitude of fronts.

At the same time, exceptional growth opportunities seem at hand. Generative AI (GenAI) represents a groundbreaking leap in technology with the potential to increase productivity and transform work, business models and society. Further, the continuing energy transition demands a reframing of business strategy to mitigate risks and thrive in a low-carbon economic future.

In this context of crisis and opportunity, directors are deepening their engagement. They are guiding companies to build resilience by considering multiple alternative scenarios and carefully balancing discipline and transformation.

To better understand directors’ priorities in 2024, we surveyed more than 350 corporate board members across the Americas, including Argentina, Brazil, Canada, Chile, Mexico and the US, who also represent a cross-section of sectors, public and private boards, and a variety of company sizes.

Based on the survey results and our direct engagement with more than a thousand key stakeholders (including boards, individual directors, C-suite executives and leading institutional investors), we have identified five top board priorities for directors as they navigate this challenging operating environment. READ MORE »

Corporate Governance Regulation: A Primer

Brian Cheffins is the S. J. Berwin Professor of Corporate Law at the University of Cambridge. This post is based on his recent paper forthcoming in Martínez-Echevarría y García de Dueñas, A. (dir.), González Sánchez, S.,Bethencourt Rodríguez, G. (coords.), Gobierno Corporativo Sostenible: Regulación vs. Mercado. Related research from the Program on Corporate Governance includes What Matters in Corporate Governance? (discussed on the Forum here) by Lucian A. Bebchuk, Alma Cohen, and Allen Ferrell.

While public officials play a key role in shaping corporate governance practices that impact those affected by corporate activity, corporate governance commentators rarely reflect in a general way on the wisdom of state intervention. A recent working paper of mine that will be published in a forthcoming conference volume is a departure from the norm. The paper offers as part of a general primer on corporate governance regulation an overview of key justifications for state intervention in the governance context as well as summarizing potential downsides. The paper also provides a survey of “rule types” and concludes with an analysis of corporate governance codes.

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Executive Compensation Considerations for the 2024 Annual Meeting and Reporting Season

Joseph Yaffe, Page Griffin, and Shalom Huber are Partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Yaffe, Mr. Griffin, Mr. Huber, Regina Olshan, Erica Schohn, and Joseph Penko.

Incorporate Lessons Learned From the 2023 Say-on-Pay Votes and Compensation Disclosures

Companies should consider their recent annual say-on-pay votes and best practices for disclosure when designing their compensation programs and communicating about those programs to shareholders. This year, companies should understand key say-on-pay trends, including overall 2023 say-on-pay results, factors driving say-on-pay failure (i.e., those say-on-pay votes that achieved less than 50% shareholder approval), say-on-golden-parachute results and results of equity plan proposals, as well as recent guidance from the proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis.

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Proxy Voting Guidelines 2024

Mark Lundvall is Head of Investment Proxy Research, and Ryan O’Toole is Director of Corporate Governance at Fidelity Investments. This post is based on their Fidelity memorandum.

I. Introduction

These guidelines are intended to help Fidelity’s customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 75 years. Our core principles sit at the heart of our voting philosophy; putting our customers’ and fund shareholders’ long-term interests first and investing in companies that share our approach to creating value over the long-term guides everything we do. Fidelity generally adheres to these guidelines in voting proxies and our Stewardship Principles serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.

In evaluating proxies, Fidelity considers factors that are financially material to individual companies and investing funds’ investment objectives and strategies in support of maximizing long-term shareholder value. This includes considering the company’s approach to financial and operational, human, and natural capital and the impact of that approach on the potential future value of the business.

Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal’s likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.

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What directors need to know about the 2024 proxy season

Jamie Smith is EY Americas Center for Board Matters Investor Outreach and Corporate Governance Director. This post is based on an EY memorandum by Ms. Smith and Kris Pederson.

In brief

  • Investors want companies to prioritize talent strategy and climate-related business transformation to build resilience in a dynamic business environment.
  • Investors seek increased director accountability and want to know how boards oversee material risks and stay up to speed on issues impacting the business.
  • Responsible AI is an emerging engagement topic, and investors remain focused on material sustainability risks and opportunities for company business models.

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How Boards Should Be Thinking about the Supreme Court’s SFFA Affirmative Action Decision

Francesca L. Odell and Jennifer Kennedy Park are Partners, and Charity E. Lee is Counsel at Cleary Gottlieb Steen & Hamilton LLP. This post is based on their Cleary Gottlieb memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here) and Will Corporations Deliver Value to All Stakeholders? (discussed on the Forum here) both by Lucian A. Bebchuk and Roberto Tallarita; Restoration: The Role Stakeholder Governance Must Play in Recreating a Fair and Sustainable American Economy – A Reply to Professor Rock (discussed on the Forum here) by Leo E. Strine, Jr.; and Stakeholder Capitalism in the Time of COVID (discussed on the Forum here) by Lucian A. Bebchuk, Kobi Kastiel, and Roberto Tallarita.

In June 2023, the U.S. Supreme Court held that Harvard University and the University of North Carolina’s admissions programs, which considered candidates’ race in admission decisions, violated the Fourteenth Amendment of the U.S. Constitution and Title VI of the Civil Rights Act of 1964.[1] While these decisions, known collectively as SFFA, do not apply to a corporation’s employment decisions, language in the Court’s opinion has led many to speculate as to how the precedent could potentially be expanded to this context.  The Court’s majority noted that the language of Title VII of the Civil Rights Act, which, broadly speaking, bars discrimination in employment decisions, is almost identical to corresponding language in Title VI.  Notably, in writing a concurrence joined by Justice Thomas, Justice Gorsuch observed that Title VII is “[j]ust next door” to Title VI, and noted that the majority opinion tracks the Supreme Court’s prior rulings interpreting “materially identical language in Title VII,” prompting Justice Gorsuch to ask rhetorically whether it makes sense to “read the same words in neighboring provisions of the same statute—enacted at the same time by the same Congress—to mean different things?”

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Living in “interesting” times: The 2024 board agenda

Carey Oven is a National Managing Partner, Bob Lamm is an Independent Senior Advisor, and Maureen Bujno is a Managing Director at Deloitte Touche Tohmatsu Limited. This post is based on a Deloitte memorandum by Ms. Oven, Mr. Lamm, Ms. Bujno, Caroline Schoenecker, and Jamie McCall.

January is a good time to think about the year to come. And as we look to 2024, there are some risks, challenges, and opportunities that seem likely to appear at the top of the board’s agenda. Applying a strategic lens to these enterprise risk issues may be a useful navigation aid—in the new year, and beyond.

A year for “interesting” governance

Over the course of the next year, board members could find themselves living in interesting times. The Oxford English Dictionary defines interesting as “having the qualities which rouse curiosity or engage attention,” which seems an apt characterization for 2024. At present, the world continues to grapple with macro-level issues such as geopolitical risks and economic volatility. Advances in technology and other business processes continue to open the door to numerous new opportunities and risks. And because of these forces, to reiterate the point: Governance seems poised to become even more interesting.

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