On Friday, May 17, Verizon Communications announced that a
proposal allowing shareholders to give a nonbinding vote on executive pay
packages had passed, making it the second company to announce such a victory for
shareholders.
Shareholder "say on pay" proposals have been a much-discussed
issue during the proxy season. And while most of these proposals have failed to
pass, experts say the recent shareholder wins might trigger similar votes in
coming months.
And if the Senate follows the House of Representatives’ lead on
this issue, it is possible all companies might be required to give shareholders
a nonbinding vote on executive compensation, experts say. Earlier this month,
the House voted in favor of a say-on-pay bill introduced by Rep. Barney Frank,
D-Massachusetts. Shortly after, Sen. Barack Obama, D-Illinois, introduced a
companion bill in the Senate.
The move toward giving shareholders more say on executive
compensation would put savvy HR executives in the spotlight, as they tend to
have the best understanding of how executive compensation is structured, says
Bill Coleman, president of Salary.com.
Traditionally, CEOs, CFOs and investor relations executives have
handled presentations with shareholders, but this new trend speaks to the
importance of having HR in the room, if not leading the discussion, he says.
"HR is involved in how the decisions are made around executive
compensation and they are the ones who can explain how the packages are linked
to performance," Coleman says.
It’s more important than ever for companies to be proactive with
shareholders in discussing executive compensation, and HR should be leading
those discussions, says Peter Chingos, senior executive compensation consultant
at Mercer Human Resource Consulting.
"They should reach out to the top 10 shareholders and give them an
update of what the company is thinking regarding executive compensation," he
says. "If that doesn’t work, they should then go to the top 20."
Compensation committees should be able to turn to their HR
executives and ask, "How will shareholders react to this?" as they are
discussing executive compensation packages, says Patrick McGurn, senior vice
president at Institutional Shareholder Services, a Rockville, Maryland-based
firm that advises shareholders on how to vote on proposals.
McGurn says ISS is increasingly seeing companies bring HR into the
room when they meet to discuss executive compensation issues.
But even the most articulate HR executives may not be able to fend
off shareholders when it comes to executive compensation, says Mark Reilly, an
independent executive compensation consultant based in Chicago.
"Shareholders are upset about the amounts, not whether it’s tied
to performance," he says. "It’s not that they don’t understand the thinking
behind these packages. It’s that they think they are too high."
—Jessica Marquez