Ten Myths of “Say On Pay”
Authors: Professor David F. Larcker, Stanford Graduate School of Business; Allan McCall, co-founder of Compensia and currently a PhD candidate at the Stanford GSB; Gaizka Ormazabal, Assistant Professor of Accounting at IESE Business School at the University of Navarra; and Brian Tayan, Researcher, Corporate Governance Research Program, Stanford GSB.
Published: July 28, 2012
Say on pay is the practice of granting shareholders the right to vote on a company’s executive compensation program at the annual shareholder meeting. Under the Dodd-Frank Act of 2010, publicly traded companies in the U.S. are required to adopt say on pay. Advocates of this approach believe that say on pay will increase the accountability of corporate directors and lead to improved compensation practices.
In recent years, several myths have come to be accepted by the media and governance experts. These myths include the beliefs that:
- There is only one approach to “say on pay”
- All shareholders want the right to vote on executive compensation
- Say on pay reduces executive compensation levels
- Pay plans are a failure if they do not receive high shareholder support
- Say on pay improves “pay for performance”
- Plain-vanilla equity awards are not performance-based
- Discretionary bonuses should not be allowed
- Shareholders should reject nonstandard benefits
- Boards should adjust pay plans to satisfy dissatisfied shareholders
- Proxy advisory firm recommendations for say on pay are correct
We examine each of these myths in the context of the research evidence and explain why they are incorrect.
* Should the U.S. rescind the requirement for mandatory say on pay and return to a voluntary regime?
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