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    Investor Support for Say-on-Pay Proposals Wanes as S&P 500 CEO Pay Jumps

    ROCKVILLE, Md. (May 18, 2022) – Corporate advisory pay votes, known colloquially as “say-on-pay,” so far this year have received the lowest level of median investor support at S&P 500 companies since votes became mandatory in 2011, according to an analysis by ISS Corporate Solutions (ICS), which helps companies design and manage corporate governance, executive compensation, and sustainability programs that align with company goals, reduce risk, and manage the needs of a diverse shareholder base.

    According to the analysis, median investor support for say-on-pay proposals at S&P 500 companies currently stands at 92.2 percent through May 9, down from 92.7 percent throughout last year, and 94.1 percent throughout 2019, prior to the pandemic. Meanwhile, the median S&P 500 chief executive’s pay reported through May 9, has jumped nine percent to a record $14.4 million, up from $13.2 million in 2020, the analysis finds.

    “These results potentially suggest a continued growing disconnect between board determinations of CEO compensation opportunities and shareholders’ support for the pay package.”

    “These results potentially suggest a continued growing disconnect between board determinations of CEO compensation opportunities and shareholders’ support for the pay packages,” said ICS Executive Director, Brian Johnson. “Against the backdrop of the current inflationary environment, investors appear to be more inclined than ever to vote against large pay packages that aren’t justified by company performance.”

    The ICS analysis notes that the S&P 500 CEO pay increases were largely driven by significantly higher bonus payouts in filing year 2022 relative to filing year 2021 and continued increases in long-term incentive grant values for executives. The ICS analysis further highlights that even though S&P 500 CEO pay levels remained essentially flat in filing year 2021, investors nevertheless rejected say-on-pay proposals during the 2021 proxy season at a then historic rate, with a record 20 S&P 500 companies failing to secure majority support for their say-on-pay proposals. This year, the figure stands at eight through May 9, with more vote results yet to come.

    ISS-Corporate is a leading provider of robust SaaS and expert advisory services to companies, globally. ISS-Corporate’s datadriven, research-backed Compass platform empowers businesses to understand and shape the signals they send to institutional investors, regulators, lenders, and other key stakeholders. By delivering essential data, tools, and advisory services, ISS-Corporate can help businesses around the world to be more resilient, align with market demands, and proactively manage governance, compensation, sustainability, and cyber risk initiatives. ISS Corporate Solutions, Inc. (“ISSCorporate”) is a wholly owned subsidiary of Institutional Shareholder Services Inc. (“ISS”) and part of the ISS STOXX GmbH group of companies. ISS-Corporate provides advisory services, analytical tools and publications to companies to enable them to improve shareholder value and reduce risk through the adoption of improved corporate governance practices. The ISS STOXX Governance and ESG research teams, which are separate from ISS-Corporate, will not give preferential treatment to, and are under no obligation to support, any proxy proposal of a corporate issuer nor provide a favorable rating, assessment, and/or any other favorable results to a corporate issuer (whether or not that corporate issuer has purchased products or services from ISS Corporate). No statement from an employee of ISS-Corporate should be construed as a guarantee that ISS FOR IMMEDIATE RELEASE STOXX will recommend that its clients vote in favor of any particular proxy proposal or provide a favorable rating, assessment or other favorable result. For more information, please visit https://www.iss-corporate.com

    ISS STOXX GmbH, through its group companies, is a leading provider of comprehensive and data-centric research and technology solutions that help capital market participants identify investment opportunities, detect qualitative and quantitative portfolio company risks, and meet evolving regulatory requirements. With roots dating back to 1985, we today deliver world-class benchmark and custom indices across asset classes and geographies and serve as a premier source of independent corporate governance, sustainability, cyber risk, and fund intelligence research, data, and related offerings. Our products and services give clients the scale and leverage they need to grow their business more effectively and efficiently. ISS STOXX, which is majority owned by Deutsche Börse Group, is comprised of more than 3,800 professionals operating across 30 global locations in 20 countries. Its approximately 5,500 clients include many of the world’s leading institutional investors who turn to ISS STOXX for its objective and varied offerings, as well as companies focused on ESG, cyber, and governance risk mitigation as a shareholder value enhancing measure. Clients rely on ISS STOXX’s expertise to help them make informed decisions to benefit their stakeholders.