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We provide timely, expert analysis on emerging trends and developments in executive compensation, guiding organizations in making informed, forward-thinking decisions.
2026 Say-on-Pay Results: Strong Overall, With Large Special Awards Common Among Low-Vote Outcomes
By Chloe Maister, Kenneth Sparling
SAY-ON-PAY SERIES
This is the second in a summer series on reading the 2026 say-on-pay results, preparing for off-season shareholder engagement, and bringing investor feedback into the compensation committee’s fall planning cycle.
The 2026 say-on-pay season produced stronger results for most S&P 500 companies. Nearly 75% received at least 90% shareholder support, up from 70% in 2025, while the share below 70% declined from about 6% to 5%. The low-support group became smaller in 2026, but the remaining weakness was more concentrated. Large special awards appeared in half of the 22 cases below 70% support, and all five failed votes involved an outsized equity grant.
What Companies Reward: The Changing Mix of Metrics in Executive Incentive Pay
Report | Dana Etra contributed to The Conference Board’s executive pay report, in collaboration with ESGAUGE and Ropes & Gray
FW Cook partnered with The Conference Board, in collaboration with ESGAUGE and Ropes and Gray, on a recent report, “What Companies Reward: The Changing Mix of Metrics in Executive Incentive Pay.”
SEC Proposes Changes to Compensation Disclosures for Companies with a Public Float of Less than $2 Billion
By Dina Bernstein, Bindu Culas
On May 19, 2026, the Securities and Exchange Commission proposed amendments intended to simplify the public company reporting framework and expand disclosure accommodations to a broader group of public companies. The proposal would modify filer categories, extend filing deadlines for certain smaller issuers, and make scaled disclosure provisions available to additional companies.
The AI Compensation Challenge
Article | By Noah Kaplan for Corporate Board Member
Noah Kaplan, Managing Director & Head of San Francisco Office, collaborated with Corporate Board Member on, “The AI Compensation Challenge”, originally published in the Corporate Board Member Magazine’s Q3 2026 AI Board Playbook. Noah’s discussion focused on the adoption of AI in pay practices.
The Say-on-Pay Vote Is In. What Did It Actually Say?
By Serdar Sikca, Kenneth Sparling
SAY-ON-PAY SERIES
This is the first in a summer series on reading the 2026 say-on-pay results, preparing for off-season shareholder engagement, and bringing investor feedback into the compensation committee’s fall planning cycle.
By late June, the Say-on-Pay vote has usually moved from the proxy calendar into the compensation committee’s rearview mirror. This is when the approval percentage can start to crowd out the underlying signals.
The Rise (and Fall?) of Nonfinancial LTI Metrics
Article | Sarah Lindenberg Cohen quoted in Financial Times Agenda
Sarah Lindenberg Cohen, Consultant, was quoted in, “The Rise (and Fall?) of Nonfinancial LTI Metrics,” that appeared in the June 8, 2026 issue of the Agenda’s Newsbrief. The article discusses the changing metrics of long-term incentive plans (LTI) and the use of non-financial metrics.
Three Questions Worth Revisiting in Long-Term Incentive Design
Many LTI programs reflect years of incremental, well-intended changes in response to strategy, market practice, and shareholder expectations. Before planning for 2027 begins, compensation committees may want to revisit three core design features — vehicle mix, performance periods, and vesting mechanics — to confirm the program still reflects current intent.
SEC Proposes Changes to Compensation Disclosures for Companies with a Public Float of Less than $2 Billion
By Dina Bernstein, Bindu Culas
On May 19, 2026, the Securities and Exchange Commission proposed amendments intended to simplify the public company reporting framework and expand disclosure accommodations to a broader group of public companies. The proposal would modify filer categories, extend filing deadlines for certain smaller issuers, and make scaled disclosure provisions available to additional companies.
Special Equity Awards: Navigating Governance Considerations
In 2023, Fair Isaac Corporation’s board faced a situation many compensation committees encounter: a proven, long-tenured CEO who had become retirement-eligible, an active market for executive talent, and a retention challenge the regular program was not designed to solve on its own.
New California Law Affects Payments to Executives That Are Subject to Repayment
Alert | By David Gordon, Dina Bernstein
On January 1, a new California law (AB 692, enacting California Business and Professions Code section 16608) became effective. It broadly regulates payments to employees or independent contractors that are subject to repayment….
Pay Planning For CEO Succession
Article | By Daniel Ryterband, Matt Lum for Corporate Board Member
Aligning pay programs with succession planning can facilitate smooth transitions, protect your leadership pipeline and prevent costly, reactive decisions.
Beyond the PSU Mandate
Has the pendulum swung too far toward PSUs? Some investors think so and, in 2026, proxy advisors have signaled greater flexibility toward alternative LTI structures. This article explores why the three-year PSU model is under pressure and provides a 2026 roadmap for Compensation Committees when evaluating LTI design for 2027.
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