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The 2023 Say on Pay Season – Potential Outcomes and Considerations

Harvard Corporate Governance

The 2023 Say on Pay (SOP) season has a unique hallmark unlike previous SOP years: most companies within the S&P 500 have experienced significant decreases in total shareholder return (TSR) in the most recent performance year (2022) for the first time since SOP was mandated in 2011.

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2023 Say on Pay & Proxy Results

Harvard Corporate Governance

Vanbastelaer, Kyle McCarthy, Nathan Grantz, and Anish Tamhaney. 2022 PEO Multiples by Sector In 2022, Energy CAP to SCT rations are the highest thus far, while Consumer Discretionary sector ratios are the lowest on average TSR vs.

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Preparing for the 2023 Proxy Season

Harvard Corporate Governance

This table will include, for the principal executive officer (PEO) and, as an average, for the company’s other named executive officers (NEOs), the summary compensation table measure of total compensation and a measure of “executive compensation actually paid,” as specified by the rule.

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S&P 500 CEO Compensation Increase Trends

Harvard Corporate Governance

Executive Summary In 2021, CEO median actual total direct compensation (TDC*) among S&P 500 companies increased +14% driven by higher actual bonuses. Similarly in 2021, the S&P 500 total shareholder return (TSR) increased +29%.

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Total Shareholder Return: What Is It And Why Does It Matter?

Quantive

Business owners raise funds by inviting venture capital and private equity investments. […]

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Pay Versus Performance Disclosure – Findings from the Early S&P 500 Filers

Harvard Corporate Governance

Comparator Group for Total Shareholder Return (TSR) Calculations The majority of companies in our sample elected to use an industry index rather than a custom benchmarking peer group, most often the same industry index that companies use for the Stock Performance Graph in the 10-K. and also made observations on unique findings.

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Executive Compensation Considerations in the 2023 Reporting Season

Harvard Corporate Governance

The new requirements consist of three components: (i) a pay-versus-performance table that includes metrics from the previous five fiscal years such as CEO and NEO compensation “actually paid,” cumulative total shareholder return (TSR) for the company and its peer groups, financial performance measures and the company’s net income; (ii) a description (..)