With so many companies embarking on their first year of a say-on-pay vote, it is important to be thinking now about the things that may trip up a vote. Aside from best practices in compensation, the most important thing to focus on is effectively conveying your process. Effective communication encompasses how well you explain your process, as well as how and when you deliver the message to shareholders, not just in the proxy but, if possible, by creating opportunities to interact well in advance of the annual meeting.
Aside from pay for performance, the types of things that Occidental Petroleum, Motorola and Keycorp reportedly got voted down on include tax gross ups, lack of succession planning and the rate of increases and stock grants relative to company performance. In my recent conversations with many compensation professionals, it seems that trying to predict equity grant values is like staring into a crystal ball.
Now more than ever, properly market pricing can help. Conversations with peers at other organizations can be anecdotal and certainly not the most scientific process to explain in a proxy. In such volatile times, the combination of solid timely surveys, a good compensation consultant and comparison to a well-selected peer group that utilizes proxy data certainly seems the best way forward, rather than trying to reuse established plans that perhaps are not working out so well lately.
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