While nearly 60 percent of public companies have conducted an executive-pay-for-performance analysis, nearly two-thirds of them either did not tell shareholders the results or even disclosed that the analysis took place in their 2014 proxy statements, according to new research from professional services firm Towers Watson.When asked why they did not discuss their pay-for-performance analysis, 76 percent said they were waiting for new Securities and Exchange Commission disclosure rules to be issued; one-third said they were also concerned about setting a precedent that will require similar disclosure in the future.
Towers Watson also found that the majority of respondents analyze pay-for-performance alignment in ways that may be at odds with what the SEC may ultimately require. Among companies that conducted a pay-for-performance analysis, nearly all (96 percent) compared their performance to a company-defined peer group. The majority of respondents (79 percent) used a three-year period to measure performance; 60 percent use a definition of compensation other than that disclosed in the Summary Compensation Table, as required by the SEC.
The survey was conducted in September and October 2014 and is based on responses from executive compensation executives and professionals at 104 large and midsize U.S. publicly traded companies. In one of its more pertinent findings, Companies continued to make changes to their executive pay programs in advance of the upcoming proxy season. Forty-three percent changed their peer comparison group, while slightly fewer (40 percent) changed the performance measures used to determine incentive payouts. Slightly more than one-fourth of respondents used more demanding performance goals and changed the equity pay mix.
More than half of the respondents use Summary Compensation Table pay in their pay-for-performance analyses while 44 percent also used some form of realizable pay, which considers the value of awards granted in prior years. This was up from less than one-fourth using realizable pay in a similar survey Towers Watson conducted in 2012.
While total shareholder return is the most common measure of performance that companies analyze, cited by 84 percent of survey participants, most assessed their performance using both TSR and a measure of operating financial performance.
“Most companies are making an ongoing effort to strengthen the calibration of their performance goals and metrics,” Andrew Goldstein, a leader of Towers Watson’s Executive Compensation consulting practice, said in a statement. “With say on pay and increasing shareholder activism, pay-for-performance analytics are taking hold in the market as companies are more determined than ever to get pay for performance right.”