Proxy Filings

Corporate Governance and Board Behavior : The Highs & Lows of 2011

Posted by Paul McConnell on January 03, 2012  /   Posted in Compensation Committees

Paul McConnell of Board Advisory was quoted in Agenda Week Online’s newsletter on corporate governance.

Original Article By: Amanda Gerut (January 3, 2012)

Last year’s hot corporate governance stories tended to describe how boards led the way — or withered — in the face of challenge. Herewith, based on Agenda’s reader statistics, the high and low points of boardroom behavior in 2011.

Hall of Fame:

1. After ISS recommended that shareholders vote against executive compensation plans at Alcoa, Assured Guaranty, General Electric, Lockheed Martin and The Walt Disney Company, their boards regrouped and altered elements of executives’ comp to gain the proxy advisor’s support — and shareholder votes. As Agenda reported in May, Alcoa, GE and Lockheed Martin amended the terms of equity awards previously granted to executives, while Assured Guaranty and Disney eliminated some promised benefits.“Listening to shareholders is always an example of good governance,” says Paul McConnell, a partner with executive compensation and governance firm Board Advisory — although he points out that it’s not clear whether ISS actually represents shareholders or just assumes what they think.


Continue reading the article on Agenda Week Online

ISS Urges Vote Against Exxon Executive Pay Plan

Posted by Paul McConnell on May 11, 2011  /   Posted in Compensation Committees

A recent WSJ article noted that Institutional Shareholder Services (ISS) has recommended a vote against Exxon’s executive pay plan.  Their key objections were that Exxon’s pay is not suitably correlated with Total Shareholder Return (TSR) on a 1 and 3-year basis and places too much emphasis on time-vested stock instead of performance vested stock.  Exxon is a massive organization that makes very large and long-term capital investments all over the world that are subject to economic and geopolitical risk on a scale that few other companies can appreciate.  The Company makes an excellent defense of their plan in a supplemental proxy filing and the description of their plan from their original proxy filing.  There is no need to repeat the arguments here.

But this incident points out the obvious issues with using a one size fits all set of “objective” criteria to assess executive pay.  Objective garbage is still garbage.  No Compensation Committee wants to see its executive pay program criticized by a proxy advisory firm.  But if your company is different in a significant way than the norm (as is Exxon), it is better to get that “No” recommendation for designing a program that is right for your company, than it is to get a “yes” by going with the flow and instituting a plan that doesn’t address your issues but passes the “objective” tests.  In my experience as an executive compensation consultant, having designed plans for a broad range of industries and company sizes, there is always something unique about each company that must become the lynchpin of their executive compensation program.  The art in this business is finding that unique element and designing accordingly.  Even if it breaks the rules.


© 2011 Board Advisory.
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