Janet Fisher and Arthur Kohn, partners at Cleary Gottlieb Steen & Hamilton, and Katie Sykes, an associate with the firm, write that a multi-year approach to say on pay votes may be more effective in promoting pay accountability, while alleviating some of the disadvantages and practical difficulties of annual votes. The recent adoption by Microsoft, Prudential and Pfizer of this approach may give it new momentum, if only because it balances more effectively the interests of shareholders in greater accountability with the interests of companies in a constructive communication process that acknowledges the board's ultimate responsibility for executive pay decisions.
November 30, 2009 at 12:00 AM
1 minute read
Shareholder advocates have been pressing for advisory votes on executive compensation, or “say on pay” votes, typically, an annual vote on a single resolution to approve the compensation of the named executive officers in the company’s proxy statement.
Microsoft, Prudential Financial and Pfizer all recently adopted alternative formulations that call for less frequent votes (triennial for Microsoft; bi-annual for Prudential and Pfizer), which they would couple with better shareholder outreach.1
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