Avoid the 7 Most Common CD&A Mistakes

ICS analyzed over 2500 Say on Pay vote recommendations from 2014 and these seven reasons accounted for the majority of “against” vote recommendations.

Are you committing one of these seven mistakes most likely to raise shareholder concern?

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ONE.

Lack of demonstrated rigor on incentive targets

TWO.

Poor disclosure of performance metrics & goals

THREE.

Significant non-performance based awards (e.g. retention awards or guaranteed multi-year awards)

FOUR.

Employment agreement issues (e.g. excise tax gross-ups, severance/change-in-control terms)

FIVE.

Escalatory pay benchmarking practices (e.g. “aspirational” peer set, above-median pay targeting)

SIX.

Unresponsive / ineffective compensation committee (e.g. limited/no shareholder engagement)

SEVEN.

Multiple payouts based on same performance metrics