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. Sat, 04 Apr 2026 11:30:51 +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 2025 Proxy Season Review: Compensation-Related Matters – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 2025 Proxy Season Review: Compensation-Related Matters https://corpgov.law.harvard.edu/2025/09/22/2025-proxy-season-review-compensation-related-matters/?utm_source=rss&utm_medium=rss&utm_campaign=2025-proxy-season-review-compensation-related-matters https://corpgov.law.harvard.edu/2025/09/22/2025-proxy-season-review-compensation-related-matters/#respond Mon, 22 Sep 2025 11:32:31 +0000 https://corpgov.law.harvard.edu/?p=176603?d=20250922150618EDT Posted by Marc Treviño, Sullivan & Cromwell LLP, on Monday, September 22, 2025
Editor's Note:

Marc Treviño is a Partner at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Mr. Treviño, Julia Khomenko, Brittney G. Kidwell, and Rebecca M. Rabinowitz.

KEY TOPICS

Support for management say-on-pay proposals remained high

  • The number of failed say-on-pay votes continued to remain low across both the S&P 500 and the Russell 3000
  • Overall shareholder support averaged 90% among the S&P 500 and 91% among the Russell 3000 in H1 2025 (consistent with H1 2024)

ISS recommendations meaningfully impacted shareholder votes on say-on-pay proposals 

  • Compared to proposals ISS supported, proposals with negative recommendations received 26% and 22% lower support on average, respectively, at S&P 500 and Russell 3000 companies • Alignment of CEO pay with relative total shareholder return remained the most important quantitative factor underlying ISS negative recommendations
  • Limited, opaque or undisclosed performance goals became the most often cited qualitative factor underlying ISS negative recommendations and use of above-target payout was the second-most cited (compared to the use of above payout target as the most often cited in H1 2024)

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