Determinants of disclosures of alternative pay measures and their role in Say on Pay approval

Abstract

Purpose The purpose of this paper is to examine the determinants of the increase in firms’ reporting of alternative pay measures in Pay for Performance disclosures and their role in subsequent Say on Pay approval. Design/methodology/approach This study explores the most common types of supplemental compensation disclosures used in Pay for Performance discussions using a hand-collected sample of S&P 500 proxy statements from 2012-2014. The sample compares key characteristics of firms reporting “pocketed” pay, “market-value” pay, and “peer comparison” percentile ranking pay compared to firms that do not use these alternatives. Findings Results suggest that firms use alternative pay measures in their Pay for Performance disclosures for different reasons. While “pocketed” pay reporters show characteristics of opportunistic disclosures and “peer comparison” reporters tend toward informative disclosure, there is often a significant positive impact of disclosing additional compensation information on Say on Pay approval when combating prior poor Say on Pay support. However, the effect seems most significant for peer comparisons, indicating the value of reporting comparative pay. Originality/value This study provides insights into the increasing use of alternative pay measures, and through these measures, identifies an additional mechanism of firms’ responses to Say on Pay votes. In addition, this study highlights the importance of standardized Pay for Performance disclosures to improve informativeness and comparability in financial reporting across firms. Finally, the study provides additional evidence of opportunistic disclosure by firms in order to preserve executive pay.

Persistent voting decisions in shareholder meetings

“…There is also a rich stream of research on executive compensation and the Say on Pay policy (Balsam, Boone, Liu, & Yin, ; Brunarski, Campbell, & Harman, ; Hadley & Hadley, ; Stathopoulos & Voulgaris, ). Scholars have found evidence that proxy advisors make adverse voting recommendations when poorly performing companies propose high managerial compensation (Ertimur, Ferri, & Oesch, ).…”