What’s Driving the Record Number of Say-on-Pay Failures This Proxy Season?

The 2022 proxy voting season sees say-on-pay failures at an all-time high, according to a recent article by Willis Towers Watson. As of Sept. 30, 2022, there were 78 say-on-pay failures for companies in the Russell 3000, an increase over last year’s previous record of 71. The increase indicates that pay adjustments made during the height of the COVID-19 pandemic are starting to get a heavy degree of scrutiny. We spoke with Brian Myers, governance team lead, North America, and director of executive compensation at Willis Towers Watson, to explore the factors contributing to a record number of say-on-pay failures, shareholder preferences on performance-based incentives and more. READ MORE

Should we link pay to ESG measures?

According to this report by The Conference Board, in collaboration with Semler Brossy and ESGAUGE, the vast majority (73% in 2021) of companies in the S&P 500 are “now tying executive compensation to some form of ESG performance.” To be sure, some companies have long tied executive comp to particular ESG measures, such as diversity, customer satisfaction, employee and product safety and anticorruption programs. READ MORE

How salary benchmarking by employers affects workers’ pay

A wave of pay transparency laws aimed at reducing inequities is giving millions of workers access for the first time to information on what co-workers make and what potential employers will offer.

Yet comparing salary information is nothing new for employers. While U.S. antitrust law prohibits employers from directly sharing salary information with each other, most mid-sized and large companies routinely use aggregated data from third parties to get a read on the going rates.  READ MORE

Linking Executive Compensation to ESG Performance

As companies address two fundamental and related shifts—the intensified focus on environmental,
social & governance (ESG) issues driven by investors, employees, consumers, business partners, ESG rating agencies, and regulators, [1] and the shift to a multistakeholder form of capitalism [2] —corporate boards are not only incorporating nonfinancial matters into discussions of company strategy and business plans, but also increasingly considering ESG performance measures in incentive plans. At the same time, there are concerns about the benefits of incorporating ESG measures into compensation, the risks of doing so (e.g., rewarding the wrong behaviors, setting inadequate targets, and creating guaranteed bonuses), and challenges in providing investors with what they view as sufficient transparency and specificity in ESG-based pay plans. These concerns have now been compounded by skepticism about whether ESG can actually drive financial performance for companies and investors alike. READ MORE

Uncertainty Weighs on Executive Pay Outlook

Economic uncertainty amid continuing labor shortages is affecting employers' decisions about executive pay, new research shows.

According to newly released data from executive compensation consultancy Pearl Meyer, based near Boston, more than a third of responding organizations gave their executives higher than normal merit increases this year, and almost 20 percent made off-cycle salary adjustments. READ MORE

5 Paths To Get A 50% Salary Bump Without Leaving Your Field

As the worst inflation in forty years is taking its toll on families, three-quarters of middle-income Americans say they can’t support their cost of living. As a result, 73% are unhappy with their jobs and 40% actively plan a change seeking better pay, according to a recent study. But starting from scratch, after spending all that time and money on a degree and years of building a career, is by no means easy. And maybe not even necessary. READ MORE

The FLSA Salary Test Is Coming Around Again For Revision: Employers, Watch Out

The US Department of Labor (DOL) may seek again, in 2023, to raise the salary threshold for a person to fit within a Part 541 white-collar exemption. The agency was going to announce its plans in April but it has been delayed. The reasons are unclear, perhaps concerns about inflation or the effects on small businesses. With that said, as the election cycle is over, it can be anticipated that a proposal will be coming, probably next year. Look for a (proposed) large increase in that threshold amount. READ MORE

What to Make of Job Ads With Wildly Variable Salary Ranges? They're Not Helpful and Could Get a Company Sued

If your jaw dropped while combing through job listings in New York City this month, you're not alone. Jobs at companies including Verizon, Mount Sinai Health, and Wells Fargo, to name a few, posted salary ranges spanning more than $100,000. At Wells Fargo, a compliance director could make anywhere from $173,300 to $359,000--a difference of over $180,000. READ MORE

Companies Already Have Implementation Questions on SEC’s New Pay vs. Performance Rule

The Securities and Exchange Commission’s Division of Corporation Finance (CorpFin) staff has already been getting implementation inquiries about the commission’s so-called pay versus performance rule, which was adopted less than three months ago.

While the staff is responding to individual inquiries, CorpFin is also thinking about how broadly—and in what form—the most commonly asked questions could be answered. READ MORE