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Say on Pay

Our highly experienced proxy team possesses the knowledge and resources to provide corporate clients with Conflict-free, Actionable Advice as to how third party proxy advisors will portray your Company’s executive pay practices during the proxy process.

Our Independent assessments provide clients with actionable, pragmatic guidance, prior to the start of their proxy process, as to how their executive compensation program will be portrayed to Institutional shareholders, including:

  1. The quantitative pay tests that will be applied by third party advisors;
  2. The compensation peer companies that third parties will use to benchmark CEO pay and your Company’s financial performance; and
  3. The likelihood that any third party advisors will make an “Against” recommendation to your Company’s Say on Pay proposal.

Informed Judgement About the Proxy Process – Our Say on Pay Advisory Service will inform clients:

  • Which institutional shareholders rely heavily on third party proxy voting recommendations;
  • Which institutions are “holistic” in their proxy decision-making and will allow their proxy committees to consider the views of their portfolio managers and financial analysts;
  • Which institutions are amenable to dialogue with a Company and regularly make exceptions to the third party proxy voting recommendations;
  • How the major quantitative/index funds will evaluate a Say on Pay proposal.

Reliable Advice on Institutional Shareholder Outreach – We advise clients on the timing of outreach to major institutional shareholders, including the development of client-specific talking points, in support of the client’s incentive compensation practices.

Timely Insights into the True Status of a Client’s Proxy Process – We identify the parties responsible for significant votes as they are cast. Our team’s proxy vote reporting enables clients to remain much better informed about the true status of their proxy process than is possible from reliance upon traditional proxy tabulation alone.

If you have a Say on Pay related question, please send your query to or call us at 212-616-2180. We will be pleased to answer your query and informally share our initial perspectives, without obligation.