Executive Pay Matters

On November 19, Institutional Shareholder Services (ISS) released details of its Americas proxy voting policy updates for 2019. The updates address topics previously raised in policy surveys such as additional financial measures in the quantitative pay-for-performance screen and board diversity.

Jim Kroll, Torie Nilsen and Alex Pattillo

For a number of years, compensation committees (CC) have received greater scrutiny and an expanded remit to address say on pay, shareholder engagement, pay for performance, CEO pay ratio and related disclosures. More recently, that remit has continued to expand, as CCs are increasingly responsible for broader human resource issues that are seen as critical areas of risk and/or areas for potential differentiation and value creation.

Ryan Resch and Don Delves

Bottom-up pressures from the work force, and top-down scrutiny by investors, are compelling companies to reassess the gender diversity of their boardrooms.

Rebecca Burton, Steve Kline, and Erik Nelson

Long-term incentives (LTI) continue to drive total CEO compensation, and performance-based pay is powering that momentum, a detailed Willis Towers Watson report, “CEO Pay at S&P 1500 Companies, 2015-2017” finds.

Michael Bowie, Robert Newbury and Jang Han

Willis Towers Watson usually remains neutral on the direction of regulatory initiatives, particularly on matters involving proxy advisors. But the withdrawal of two Securities and Exchange Commission (SEC) "no-action letters" and a November 15 SEC staff roundtable on the proxy process, merit consideration of where we might be a year from now.

Steve Seelig and Puneet Arora

On October 23, Willis Towers Watson and PJT Camberview co-hosted a panel discussion featuring two independent directors, Anne Mulcahy and Lynn Tetrault. Top among the discussion points was inclusion and diversity (I&D) initiatives in the board room and across the organization.

Hemant Patel, Claudia Poster and Michael Siu

This month, our Guiding Principles case study concentrates on nonprofit health systems, with a focus on applying the principles of alignment, engagement and accountability to create an executive compensation system that provides sufficient incentive to drive organizational/individual performance in an industry marked by complex trends including mounting consolidation and regulation.

Don Delves

Glass, Lewis & Co. recently released its annual proxy voting policy updates for 2019 for the U.S and Canadian markets. The policy updates touch on a variety of topics including executive compensation, board diversity and E&S (environmental and social).

Eric Chen, Jim Kroll and Alex Pattillo

On October 18, Institutional Shareholder Services released for comment details of draft policy proposals as it relates to the U.S. and Canadian markets, focusing on executive compensation-related policy and board of director gender diversity.

Torie Nilsen, Brian Myers and Alex Pattillo

Over the past few months several leading investors have released stewardship reports detailing their engagement efforts with portfolio companies. These reports directly or indirectly discuss a variety of topics that will be of future importance.

Jim Kroll