Say on Pay Goes On


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Expert Perspective from Grahall’s OmniMedia Editorial Board

An article by Richard Levick (Transparency on Executive Pay Begins with Clarity) caught our attention. 

Mr. Levick begins his article (much of which he shares was excerpted from the book “The Communicators: Leadership in an Age of Crisis “ that he co-authored with Charles Slack) noting that “…on Jan. 25, SEC commissioners voted 3-2 to enact the say-on-pay measure that subjects compensation plans to non-binding shareholder votes as often as once a year…”.  In our blog published on January 25th, Grahall’s Garry Rogers reminded us of that meeting and said:  “The final rules are not likely to contain any real surprises, but of particular interest will be whether exemptions for ‘small-companies’ and for new issuers will survive.” (To read more about the Say on Pay rules click here.) We followed up with Garry to get his take on the SEC hearings.

Regarding “small companies”, the SEC has determined to delay the implementation of the rules regarding Say on Pay.  According to Rogers, “It appears that the rules will eventually apply to these companies, but in the current economic environment, the potential costs to smaller companies of implementing the Say on Pay rules appears to have granted them a reprieve, as no one wants to do anything to stunt potential job growth”. 

Also of interest from the SEC hearings and Grahall’s review of current proxy filings is that a significant number of companies are recommending a three-year period for “Say When on Pay” shareholder votes, despite ISS’ push for an annual recommendation.  Like many things in compensation, at Grahall we believe “one size does not fit all” because different companies have vastly differing reward architectures which may cover different time periods, including multiple years.  Nevertheless, this disparity between ISS’ recommended approach and the duration of the Say on Pay recommendation bears watching, as does the potential consequences to companies who do not follow a clear mandate from the shareholders.

Check in regularly with to Grahall’s Compliance Knowledge Center to get updates on the Dodd-Frank Act, or contact Garry Rogers at

Early in his article, Mr. Levin acknowledges the death of a true titan of the compensation community, Pearl Meyer who passed away on January 24, 2011.  Seemingly most if not all of the best compensation consultants practicing today worked with or across the table from Ms. Meyer at some point in their careers.  Perhaps some developed their skills as a member of her firm, Pearl Meyer & Partners, where she demanded the absolute best for her clients. Others may have honed their skills as they faced Ms. Meyer across a table as part the negotiations for CEO and other executives’ compensation packages.  Widely quoted, Ms. Meyer was well known and well respected from board rooms, to executives’ offices, to consultants’ symposiums to Capitol Hill. She will be missed.

Contact Grahall’s OmniMedia Editorial Board at

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