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Pay Governance LLC is an independent firm that serves as a trusted advisor on executive compensation matters to board and compensation committees. Our work helps to ensure that our clients' executive rewards programs are strongly aligned with performance and supportive of appropriate corporate governance practices. We work with nearly 400 companies annually, are a team of nearly 60 professionals in 13 U.S. locations with affiliates in Europe and Asia with experience in a wide array of industries, company life cycles and special situations.

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Compensation in Volatile Times

Pay Governance understands that this time of considerable uncertainty and volatility can be challenging for everyone, especially as we settle into new work arrangements and routines. Still, our domain expertise is executive compensation consulting. Therefore, each week we will provide you with a short newsletter to keep you abreast of developments in the executive remuneration world.

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Featured Viewpoints

How the COVID-19 Pandemic Influenced Incentive Plans

The COVID-19 global pandemic has had a profound impact on the economy and forced many companies to make dramatic changes in staffing, operations, supply chains, and short- and long-term business plans. At the time this article is being written, close to 10 million fewer people are employed in the U.S. than at this time last year. Many companies acted swiftly at the onset of COVID-19 in the U.S. by implementing base salary reductions, enacting furloughs, suspending 401(k) matches, and taking other measures to reduce cost, improve cash flow, and strengthen balance sheets. By the end of April 2020, as lockdowns eased, the major stock indices started to recover, and companies showed their resiliency by adapting their operations to fit the new COVID-19-dominated environment.

As companies reset business plans and priorities in response to the pandemic, compensation committees and senior management teams also began to assess the pandemic’s impact on their incentive plans — both what had happened and what may yet happen — and discuss what actions, if any, might be appropriate to address these disruptions in compensation programs that were established prior to the onset of the pandemic.

Pay Governance reviewed the proxy filings of S&P 1500 companies (available as of February 8, 2021) with fiscal years (FYs) ending between April 30, 2020 and October 31, 2020 (“early filers”). We focused on disclosure related to 2020 annual incentives (AIs), long-term incentives (LTIs) with performance periods ending in 2020, and “in-flight” incentive awards (i.e., incentive awards with a performance measurement period that has not yet concluded). We also reviewed forward-looking disclosures about 2021 compensation structures to identify the key changes (or lack thereof) and researched how shareholders and the proxy advisory firms reacted to the changes.

Our research revealed the following key takeaways:

  1. While approximately 60% of companies took some type of action for their FY 2020 or 2021 incentive plans, the majority of early filers did not make modifications to their AI or LTI plan payouts as a result of the impact of COVID-19.
  2. Modifications to 2020 AI plan payouts were more common among companies hardest hit by the pandemic (defined in our analysis as companies with a revenue decline of 10% or more). Such adjustments were generally viewed as reasonable by shareholders and proxy advisory firms, as the resulting payouts remained below target and applied to all plan participants — not just the named executive officers — and disclosure included a sound rationale and process for making the adjustments.
  3. Modifications to performance share units (PSUs) with measurement periods ending in 2020, modifications to in-flight PSUs, or special/one-time LTI awards intended to offset lost PSU award value have not been well received by shareholders and proxy advisory firms as PSUs are intended to reward long-term performance.
  4. Prospectively disclosed changes to 2021 AI and LTI plans were most common among companies severely impacted by the pandemic. Common changes included new metrics, and, for LTI programs, increased use of time-vested restricted share units (RSUs). Companies that shifted away from performance-based LTI vehicles (e.g., adopted 100% RSUs for 2021) were more likely to receive significant criticism from the proxy advisory firms.
  5. FY 2020 AI and LTI payouts were noticeably lower among the hardest hit companies than other fiscal year-end filers, which suggests companies adhered to a pay-for-performance philosophy.
  6. Institutional Shareholder Services (ISS) and Glass Lewis recommended “FOR” Say on Pay in the same proportion for companies that adjusted incentives and those that did not adjust incentives.

The insights and data gathered from these “early filers” are not prescriptive, but rather one of several reference points for companies to consider as they determine go-forward annual and long-term incentive designs and draft CD&A disclosure related to changes that have already been approved/implemented.

Summary Findings

Approximately 60% of early filers took some type of action for their FY 2020 or 2021 incentive plans. These actions included modifications to 2020 AI plan payouts based on discretion and revised 2021 long-term performance plan designs.

When we adjusted for business impact (as measured by changes in revenue), those companies that were more severely impacted were more likely to have made:

  • Adjustments to 2020 AI payouts;
  • Changes to AI design for 2021; and
  • Changes to LTI plans for 2021.

As Figure 1 below indicates, 2020 AI and PSU payouts (for cycles ending in 2020) tracked closely with business impact, as those companies with year-over-year revenue decreases in their last two fiscal quarters had noticeably lower incentive payouts as a percentage of target.

As shown in Figure 2 on the next page, most companies that adjusted AI payouts for the impact of COVID-19 relied on compensation committee discretion — either positive or negative. Other actions included:

  • Excluding financial results for a portion of the performance period (e.g., April-June) affected by COVID-19;
  • Adopting revised measurement periods and calculating performance for each period separately;
  • Approving a plan adjustment to exclude the impact of COVID-19; and
  • Relying on non-financial metrics (predetermined or those adopted in response to COVID-19).

It is important to note that companies with individual performance metrics appear to have incorporated modified performance criteria (beyond what was established at the beginning of the year) to include COVID-19-related actions.

As shown in Figure 3 below, the vast majority of companies that adjusted AI plan payouts kept the final payout below target.

As shown in Figure 4 on the following page, most companies did not adjust their in-flight PSU plans (i.e., those with ≥1 year remaining in the performance measurement period) due to:

  • Limited visibility into future performance expectations;
  • Likelihood of heightened scrutiny by proxy advisors and investors; and
  • Disclosure of the increased value of modified awards in the Summary Compensation Table and Grant of Plan Based Awards Table under the accounting modification rules and the added accounting expense.

Also shown below, special, one-time awards (cash and/or equity) have been observed, but prevalence remains low:

  • A limited number of companies made special cash or equity awards in 2020/2021 specifically in response to COVID-19; and
  • ISS and Glass Lewis have scrutinized companies making such awards and have generally had an unfavorable reaction regardless of the rationale.

As shown in Figure 5 below, prospective changes to 2021 AI/STI and LTI plans (when disclosed) have been primarily related to metrics and weightings (and, for some AI plans, revised measurement periods).

Considerations

Based on our experience, many companies facing continued uncertainty are considering (or have implemented) an assortment of changes to 2021 incentive designs: setting wider performance goal ranges, adopting an AI plan based on a bifurcated performance period (i.e., first half/second half), adding a non-financial component to the AI plan, incorporating relative metrics in PSUs, and using three 1-year performance goals to measure PSU performance. We anticipate many of these changes are temporary in nature and expect companies to revert to “normal” incentive designs in 2022.

We also believe that 2021 LTI target award values are likely to modestly increase over 2020 levels as companies in severely impacted industries may consider allowing participants to “earn-back” some of the lost value from AI plans and outstanding long-term performance cycles impacted by COVID-19. We also anticipate that lesser-impacted/stronger-performing companies are likely to reward performance and help retain their key talent due to the robust labor market in their respective industries. We advise caution in increasing LTI award values: a significant increase may be difficult to justify when revenue, earnings, and/or stock prices are down or the increase is of such significance it could be viewed as the equivalent of a special LTI award.

Finally, it is to be expected that, as disclosure for companies with calendar year through March 31st fiscal year-end becomes available (i.e., those that have a greater portion of FY 2020 impacted by the pandemic), we may observe increased prevalence of actions taken related to 2020 and 2021 compensation programs.

General questions about this Viewpoint can be directed to Mike Kesner (mike.kesner@paygovernance.com), Joshua Bright (joshua.bright@paygovernance.com) or Linda Pappas (linda.pappas@paygovernance.com).

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Featured Viewpoint

S&P 500 CEO Compensation Increase Trends

Introduction and Summary

CEO pay continues to be discussed extensively in the media, in the boardroom, and among investors and proxy advisors. CEO median total direct compensation (TDC; base salary + actual bonus paid + grant value of long-term incentives [LTI]) increased at a moderate pace in the first part of the last decade — in the 2% to 6% range for 2011-2016. CEO pay accelerated with an 11% increase in 2017, likely reflecting sustained robust financial and total shareholder return (TSR) performance, before returning to 3% in 2018 and 1% in 2019, more in line with historical rates. Our CEO pay analysis is focused on historical, actual TDC, which reflects actual bonuses based on actual performance; this is different from target TDC or target pay opportunity, which uses target bonus and is typically set at the beginning of the year.

As proxies are filed in early 2021, we expect that 2020 overall CEO actual TDC will decrease, potentially by 3-4%, due to the COVID-19 pandemic and lower bonus payouts – there will be some variation with companies in strong performing industries likely seeing increases in compensation; 2020 actual pay will be balanced by steady base salaries and LTI grants, as most companies had strong financial performance at the time awards were granted (typically Q1). The last time CEO compensation decreased was during the 2008 to 2009 “Great Recession,” where the financial crisis triggered a meaningful contraction in the economy resulting in poor company performance and lower CEO pay. With regard to 2021 CEO target pay, however, we are expecting increases to be in the low single digits primarily due to some companies making “supplemental LTI grants” to partially offset for lost value for performance share plans that were damaged and mostly worthless due to the financial impact of the pandemic. Executives in industries with favorable economic conditions and higher growth (e.g., technology and biotechnology) will likely see more significant pay increases, while those in hard-hit industries may see flat or continued pay declines.

Historical Trends in CEO Pay and LTI Vehicles

CEO pay rebounded 31% in 2010 after -9% and -13% decreases during the financial crisis of 2008 and 2009, respectively. Since then, year-over-year pay increases have been moderate — in the 2% to 6% range — except for the 11% increase in 2017 (Figure 1).

Over the last 10 years, LTI vehicle use has shifted away from stock options, mostly in favor of performance-based plans. From 2009 to 2019, performance plan and restricted stock prevalence increased, and stock option prevalence decreased (Figure 2). The rise in performance-based plans can largely be attributed to the introduction of Say on Pay and the preferences of proxy advisors and some shareholders toward LTI systems that they consider to be “performance-based” (note: the proxy advisors do not consider stock options to be performance-based). This being said, we would not be surprised to see stability in the use of stock options — or even an uptick in usage in the future given the COVID-19 pandemic. Many companies made stock option grants during the depth of the Great Recession in early 2009: this is likely due to the difficulty in setting multi-year goals at the time and the fact that stock options provided a direct linkage to share price improvements and an opportunity for significant upside leverage.

Trends in CEO Pay versus S&P 500 Index Performance

In recent years, CEO pay increases have been supported by strong TSR. In fact, pay increases over the last 9 years have trailed TSR performance by ~9% when examining the compound annual growth rates (CAGR) of compensation and shareholder return: TSR CAGR was 16% while CEO pay grew at 7%. The year 2019 is notable in that during a period of excellent TSR performance (31%), CEO pay increased by only 1% (Figure 1).

There is a positive correlation between share price performance and CEO pay. In a positive stock price environment, Compensation Committees are often more supportive of CEO pay increases, typically delivered via larger LTI grants, while CEO base salaries increase modestly or periodically (i.e., less frequently than an annual basis) and comprise a small portion of the executive pay package. Annual actual bonuses, though not as significant as the LTI portion of total compensation, can have a meaningful impact on whether compensation grows year over year. When a company is having a good year and is exceeding budget goals as well as investor and analyst expectations, the CEO bonus often pays above target and increases year over year (often, the share price also increases as company performance is strong). That said, there will be some years where a CEO’s bonus pays above target when the company exceeded its budgeted goals, while the share price declines due to stock market volatility or correction and sector rotation. The opposite can also happen: goals are not met, resulting in lower bonuses, while the stock market goes up — this is what happened to many companies in 2020 in part due to the COVID-19 pandemic.

CEO Pay Projections

1) We expect 2020 overall CEO actual TDC to decline in the low single digits due the COVID-19 pandemic and weaker financial results that impacted bonus payout decisions; there will be some variation with strong performing industries likely seeing increases in compensation .

a) The Aggregate S&P 500 Index year-over-year revenue and operating income for 2020 are currently forecasted to decrease by 5% and 18%, respectively (S&P Capital IQ).

b) We expect median CEO target pay increases in early 2021 will be in the low single digits as a result of LTI compensation increases primarily due to some companies making “supplemental LTI grants” to partially offset for lost value for performance share plans.

2) In certain high-growth industries (e.g., technology and biotechnology) and high-performing companies, executives may experience increases in total compensation, while executives in slow-growth industries or heavily impacted companies might see no increases or declines.

3) Going into Q1 2021, companies will want to be careful and strike a balance of having competitive executive pay with the public, investor, and proxy advisor expectation that companies exercise restraint in light of the pandemic’s continued disruption.

The above projections assume successful global rollout and broad usage of the COVID-19 vaccine; they do not account for additional major market shocks (e.g., geopolitical uncertainty, dramatic changes in the economic or political environment, significant and unanticipated modifications to the Federal Reserve’s interest low rate policies, or significant drops in the overall stock market).

Methodology

The CEO pay analysis consists of S&P 500 companies led by CEOs with a ≥3-year tenure. Pay data includes base salaries and bonuses paid for each year as well as the reported grant date fair value of LTI awards. Our analysis of consistent incumbent CEOs was designed to highlight true changes in CEO compensation (as opposed to changes driven by new hires or internal promotions, which typically involve ramped-up pay over a period of 1 to 3 years).

Note on Realizable Pay

Our methodology used year-over-year CEO actual pay and was based on the accounting value of LTI as reported in proxy summary compensation tables. These amounts are more akin to pay opportunity than realizable pay, which includes in-the-money value of stock options, ending period value of restricted stock, and estimated value of performance shares. Our past research has strongly correlated realizable pay and TSR performance. While we have shown there is a positive correlation between CEO annual pay increases and TSR performance, we are confident the correlation is not as significant as that between realizable pay and TSR increases.

General questions about this Viewpoint can be directed to Aubrey Bout (aubrey.bout@paygovernance.com) or Brian Wilby (brian.wilby@paygovernance.com).

Featured Viewpoint

Key Issues Facing Companies That Exceed Financial Expectations

We have written several Viewpoints on COVID-19’s effect on executive compensation programs at severely harmed companies and the potential actions that could be considered to mitigate some of its impact. In this Viewpoint, we review companies that have exceeded initial expectations during the pandemic and the unique executive compensation challenges they may face.

Background

A number of companies were labeled “essential services” by the Federal Government and were not required to shut down during the government-mandated lockdowns at the onset of the pandemic. In many cases, the demand for these essential businesses’ products and services soared and will likely remain in high demand for the foreseeable future, as consumer preferences and behaviors have changed across a wide range of activities including home improvements, at-home fitness, prepared meals, and ecommerce.

Many of these companies have had to overcome significant challenges in keeping employees safe, ramping up operations to meet increased demand, addressing supply chain issues, and mitigating higher costs. In some cases, entire manufacturing facilities were repurposed to address demands in other parts of the business or to develop new products to meet business and consumer needs. Leadership, change management, and communication skills have been at a premium; successful management teams have been able to navigate these challenges and outperform pre-established incentive plan targets.

Questions facing these companies remain, however, as compensation committees must determine if payouts under existing plans should be calculated using formulae established before the pandemic or if adjustments (up or down) are warranted. In addition, compensation committees must review and approve incentive plan targets for 2021 annual incentives and performance share awards and must also evaluate if the long-term incentive plan mix (i.e., the portion of long-term incentives allocated to stock options, performance shares/units, and time-vested restricted stock/units) remains appropriate.

Observations

Based on preliminary SEC filings for S&P 1500 companies with a fiscal year ending from April 30th through August 31st, companies that experienced growth in revenue were less likely to have reduced base salaries, altered existing annual or long-term incentive plans, or modified the design of FY 2021 annual or long-term incentive plans. Our research also showed these companies had a median annual incentive payout of 117% of target and a median performance share/unit payout of 118% of target. Shareholders appear to have overwhelmingly approved of the executive compensation programs at these companies—as evidenced by strong support for Say on Pay at recent annual shareholder meetings. While the sample size is relatively small (102 companies’ proxies were reviewed as of November 13, 2020), the actions and payout information for companies that exceeded expectations contrast sharply with companies that experienced a ≥10% reduction in revenues: base salary reductions were far more common, and median annual incentive and performance share/unit payouts were 44% and 49% of target, respectively. While not unexpected, we view this contrast as further evidence that compensation committees are highly attuned to shareholder expectations and adherence to pay-for-performance philosophies.

Companies with fiscal years ending between August 31st through December 31st are likely to be more affected by the pandemic, as they will have operated in the COVID-19 environment for six to nine months. As a result, some companies that have experienced better-than-expected performance during the pandemic may exceed incentive plan targets by an even wider margin than earlier fiscal year end companies, potentially resulting in incentive plan payouts closer to maximum.

Key Issues at Companies that Exceed Expectations

Compensation Committees may want to discuss a range of issues at companies that exceeded pre-established performance expectations, including:

  • Are the performance results and corresponding payouts aligned?
  • What was the impact on key stakeholders?
  • Should all employees share in the company’s success, or should above-target payouts flow to just those individuals or business units that directly contributed to the company’s success?
  • Are 2020 results sustainable? What are the potential implications of setting 2021 performance targets below 2020 actual results?

Are the Performance Results and Corresponding Payouts Aligned?

As previously noted, some compensation committees have not chosen to adjust incentive plan payouts where performance has exceeded expectations, and it is highly likely the use of discretion to reduce incentive payouts would be perceived by plan participants as unfair and potentially disruptive to participant productivity. As also noted, the impact of the pandemic is likely to be greater on certain companies based on their fiscal yearend, and compensation committees may want to confirm formulaic payouts properly align with company results.

Most companies’ pre-established incentive plan financial targets were in line with investor guidance and represented a reasonable degree of stretch based on all-known variables at the time the goals were approved by the compensation committee. Companies also set a performance range around target performance with threshold performance representing the minimum level of performance required to earn a partial incentive payout and maximum performance reflecting outstanding performance.

Some companies used a narrow performance range between threshold, target and maximum performance, where small changes in performance can have a significant impact on incentive plan payouts. Other companies used relatively wide performance ranges, which serve to mitigate the effect of over- or under-target performance on payouts. When reviewing if payouts are aligned with results, compensation committees may want to consider the performance range to determine if the level of outperformance supports a payout that is well above target.

The compensation committee may also want to review how the company performed relative to peers in terms of financial performance and total shareholder return as well as how management anticipated and addressed increased production, personal protection equipment, and other unplanned costs. These additional data points may provide useful context for the company’s outperformance and help the compensation committee support its incentive payout decisions.

Impact on Other Key Stakeholders

In an earlier Viewpoint, we described a “resilience scorecard” that compensation committees could use to fully evaluate a company’s performance and potentially support the exercise of discretion to increase (or decrease) incentive payouts at severely harmed companies. [1] The resilience scorecard is intended to be tailored to each company’s unique situation and might include an evaluation of how well the company and management (i) safeguarded employees’ health, (ii) increased market share, (iii) maintained high levels of customer satisfaction, (iv) increased or maintained employment levels, (vi) strengthened the balance sheet/improved liquidity, and (vii) positioned the company for future success.

Compensation committees may consider using a resilience scorecard based on some or all of the above criteria to fully evaluate company performance and confirm that the formulaic payouts fairly reflect company performance and its impact on all key stakeholders.

Should all Employees Share in the Company’s Success?

Many annual incentive plans are based on a combination of corporate, business unit, and individual performance; these plans generally allow the company to differentiate payouts between high- and low-performing business units and individuals. Other annual incentive plans may be based on overall corporate results, with all participants earning the same percentage of their target bonus based on the corporate performance score. Some companies have discretionary plans, which include several performance metrics; however, a participant’s incentive payout is at the complete discretion of the compensation committee or management.

In cases where the company’s outstanding 2020 financial results are not considered sustainable or are attributable to a small group of employees/business unit(s), the compensation committee and management may believe above-target incentives could be put to better use by selectively rewarding key talent with higher individual incentive awards and investing the remaining incentive dollars in expanding the company’s products and services or strengthening its balance sheet. These companies may want to consider using downward discretion (if allowed for in the plan) to reduce payouts for some plan participants. While we would expect these situations to be relatively rare, such companies will need to clearly articulate the rationale for their decision to plan participants and how it may benefit them in the long run.

Are 2020 Results Sustainable? What are the Potential Implications of Setting 2021 Performance Targets Below 2020 Actual Results?

Generally, shareholders and proxy advisory firms expect companies to establish performance goals that exceed the prior year’s actual results and will call out companies whose performance metrics do not appear challenging. In some cases, companies that far exceeded 2020 expectations may be able to sustain and exceed the high-performance bar in 2021 and beyond. In those cases, it is unlikely the 2021 performance targets will be viewed as problematic by shareholders and the proxy advisory firms. However, that may not make it any easier on management and the compensation committee in establishing next year’s financial targets given the level of economic uncertainty and the fact that the company is in unchartered waters in terms of sustaining such high levels of output while maintaining employee safety. (See our recent Viewpoint on Establishing Meaningful and Rigorous Financial Goals [2] )

On the flip side, some companies may have had a “one-of-a-kind” year in 2020 that is not considered sustainable. These management teams and compensation committees may have an equally difficult time establishing 2021 performance targets given the economic uncertainty and will have the added burden of explaining to investors why incentive plan targets are below prior year results. The good news is recent FAQs issued by Institutional Shareholder Services indicate they expect that some companies will report financial targets below prior year actual results; they have strongly recommended that the Compensation Discussion and Analysis (CD&A) fully disclose the rationale for the lower financial targets. [3]

Conclusion

Executive compensation continues to be intensely scrutinized; given the societal effects of the pandemic, companies that have exceeded expectations and are paying above-target/near-maximum incentives may face heightened attention by some shareholders, proxy advisors, media outlets, government officials, and employees. Compensation Committees should consider examining the company’s performance holistically and disclosing the full range of considerations that support above-target incentive plan payouts in the CD&A. These companies will also need to carefully calibrate 2021 annual and long-term incentive plan targets, which may incorporate relatively wider performance goal ranges, to avoid over-promising and under-delivering or vice versa which may call the validity of incentive plan targets into question.

General questions about this Viewpoint can be directed to Mike Kesner at mike.kesner@paygovernance.com, Sandra Pace at sandra.pace@paygovernance.com or John Sinkular at john.sinkular@paygovernance.com.

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[1] John D. England and Mike Kesner. “Considering Resilience When Assessing FY2020 Incentive Plan Performance.” Pay Governance. September 9, 2020. https://www.paygovernance.com/viewpoints/considering-resilience-when-assessing-fy2020-incentive-plan-performance.
[2] Mike Kesner and John Ellerman. “Establishing Meaningful and Rigorous Financial Goals.” Pay Governance. July 23, 2020. https://www.paygovernance.com/viewpoints/establishing-meaningful-and-rigorous-financial-goals.
[3] “U.S. Compensation Policies and the COVID-19 Pandemic October 15, 2020.” Institutional Shareholder Services. https://www.issgovernance.com/policy-gateway/voting-policies/.

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