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CEO and Executive

Trusted Insights for Business Worldwide


THE CONFERENCE BOARD 

 

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programs that attract and motivate key talent and stand up under scrutiny.
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working with compensation committees and company management on
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ISBN 978-0-8237-1191-8

 CEO and Executive Compensation Practices
2015 EDITION
RESEARCH REPORT R-1586-15-RR
by Matteo Tonello and James Reda

  7  Using This Report
  10  Key Findings
 18  PART I: CEO COMPENSATION
 59  PART II: NEO COMPENSATION
 88  PART III: SHORT-TERM AND LONG-TERM INCENTIVE PLANS
 108 

PART IV: BOARD PRACTICES ON EXECUTIVE COMPENSATION OVERSIGHT

 123 

PART V: SAY-ON-PAY VOTES AND SHAREHOLDER PROPOSALS ON EXECUTIVE COMPENSATION

 140 

APPENDIX

  141 

About the Authors

 141  Acknowledgments
  141 

Related Resources from The Conference Board

INDEX OF EXHIBITS
7  

USING THIS REPORT

  
Exhibit 1 

Sample Distribution, by Industry

  
Exhibit 2 

Industry Groups and SIC Codes

  
Exhibit 3 

Sample Distribution, by Company Size

  
Exhibit 4 

Sample Distribution, by Securities Exchange

  
Exhibit 5 

Sample Distribution, by Market Capitalization

18   PART I
  
Exhibit 6 

25 Highest Paid CEOs

  
Exhibit 7 

Companies with Reported Change in Pension Value, by Index

  
Exhibit 8 

Companies with Reported Change in Pension Value, by Industry

  
Exhibit 9 

Companies with Reported Change in Pension Value, by Company Size

  
Exhibit 10  Impact of Change in CEO Pension Value on Total CEO Compensation, Median by Index
  
Exhibit 11  Impact of Change in CEO Pension Value on Total CEO Compensation, Median by Industry
  
Exhibit 12  Impact of Change in CEO Pension Value on Total CEO Compensation, Median by Company Size

 INDEX OF FIGURES
  18  PART I
  
Figure 1.1 

CEO Compensation Elements, by Index

  
Figure 1.2 

CEO Compensation Elements, by Industry

  
Figure 1.3a 

CEO Compensation Elements, by Company Size (Annual Revenue)

  
Figure 1.3b 

CEO Compensation Elements, by Company Size (Asset Value)

  
Figure 1.4 

CEO Compensation Mix, by Index (2010-2014)

  
Figure 1.5 

CEO Compensation Mix, by Industry (2010-2014)

  
Figure 1.6 

CEO Compensation Mix, by Company Size (2010)

  
Figure 1.7 

CEO Total Compensation, Median by Index (2010-2014)

  
Figure 1.8 

CEO Total Compensation, Median by Industry (2010-2014)

  
Figure 1.9 

CEO Total Compensation, Median by Company Size (2010-2014)

  
Figure 1.10 

CEO Base Salary, Median by Index (2010-2014)

  
Figure 1.11 

CEO Base Salary, Median by Industry (2010-2014)

  
Figure 1.12 

CEO Base Salary, Median by Company Size (2010-2014)

  
Figure 1.13 

CEO Annual Bonus, Median by Index (2010-2014)

  
Figure 1.14 

CEO Annual Bonus, Median by Industry (2010-2014)

  
Figure 1.15 

CEO Annual Bonus, Median by Company Size (2010-2014)

  
Figure 1.16 

CEO Stock Awards, Median by Index (2010-2014)

  
Figure 1.17 

CEO Stock Awards, Median by Industry (2010-2014)

  
Figure 1.18 

CEO Stock Awards, Median by Company Size (2010-2014)

  
Figure 1.19 

CEO Stock Options, Median by Index (2010-2014)

  
Figure 1.20 

CEO Stock Options, Median by Industry (2010-2014)

  
Figure 1.21 

CEO Stock Options, Median by Company Size (2010-2014)

  
Figure 1.22 

Change in CEO Pension Value, Mean/Median by Index (2010-2014)

  
Figure 1.23 

Change in CEO Pension Value, Mean/Median by Industry (2010-2014)

  
Figure 1.23-bis  Change in CEO Pension Value, Mean/Median by Industry—S&P 500 (2010-2014)
  
Figure 1.24 

Change in CEO Pension Value, Mean/Median by Company Size (2010-2014)

  
Figure 1.25 

CEO Perquisites and All Other Compensation, Median by Index (2010-2014)

  
Figure 1.25-bis  CEO Perquisites and All Other Compensation—S&P 500 Breakdown (2006, 2013 and 2014)
  
Figure 1.26 

CEO Perquisites and All Other Compensation, Median by Industry (2010-2014)

  
Figure 1.27 

CEO Perquisites and All Other Compensation, Median by Company Size (2010-2014)

59  

PART II

  
Figure 2.1 

NEO Compensation Elements, by Index

  
Figure 2.2 

NEO Compensation Elements, by Industry

  
Figure 2.3a 

NEO Compensation Elements, by Company Size (Annual Revenue)

  
Figure 2.3a 

NEO Compensation Elements, by Company Size (Asset Value)

  
Figure 2.4 

NEO Compensation Mix, by Index (2010-2014)

  
Figure 2.5 

NEO Compensation Mix, by Industry (2010-2014)

  
Figure 2.6 

NEO Compensation Mix, by Company Size (2010)

  
Figure 2.7 

NEO Total Compensation, Median by Index (2010-2014)

  
Figure 2.8 

NEO Total Compensation, Median by Industry (2010-2014)

  
Figure 2.9 

NEO Total Compensation, Median by Company Size (2010-2014)

  
Figure 2.10 

NEO Base Salary, Median by Index (2010-2014)

   
Figure 2.11 

NEO Base Salary, Median by Industry (2010-2014)

  
Figure 2.12 

NEO Base Salary, Median by Company Size (2010-2014)

  
Figure 2.13 

NEO Annual Bonus, Median by Index (2010-2014)

  
Figure 2.14 

NEO Annual Bonus, Median by Industry (2010-2014)

  
Figure 2.15 

NEO Annual Bonus, Median by Company Size (2010-2014)

  
Figure 2.16 

NEO Stock Awards, Median by Index (2010-2014)

  
Figure 2.17 

NEO Stock Awards, Median by Industry (2010-2014)

  
Figure 2.18 

NEO Stock Awards, Median by Company Size (2010-2014)

  
Figure 2.19 

NEO Stock Options, Median by Index (2010-2014)

  
Figure 2.20 

NEO Stock Options, Median by Industry (2010-2014)

  
Figure 2.21 

NEO Stock Options, Median by Company Size (2010-2014)

  
Figure 2.22 

Change in NEO Pension Value, Median by Index (2010-2014)

  
Figure 2.23 

Change in NEO Pension Value, Median by Industry (2010-2014)

  
Figure 2.23-bis  Change in NEO Pension Value, Mean/Median by Industry (2010-2014) – S&P 500 Only
  
Figure 2.24 

Change in NEO Pension Value, Median by Company Size (2010-2014)

  
Figure 2.25 

NEO Perquisites and All Other Compensation, Median by Index (2010-2014)

  
Figure 2.26 

NEO Perquisites and All Other Compensation, Median by Industry (2010-2014)

  
Figure 2.27 

NEO Perquisites and All Other Compensation, Median by Company Size (2010-2014)

88  

PART III

  
Figure 3.1 

Prevalence of Performance Measures in STI and LTI Plans (2010-2014)

  
Figure 3.2 

STI Performance Measures, by Industry (2014)

  
Figure 3.2a 

Prevalence of STI Performance Measures, by Industry (2014)

  
Figure 3.3 

LTI Performance Measures, by Industry (2014)

  
Figure 3.3a 

Prevalence of LTI Performance Measures, by Industry (2014)

  
Figure 3.4 

STIP: Number of Performance Measures (2010-2014)

  
Figure 3.5 

LTIP: Number of Performance Measures (2010-2014)

  
Figure 3.6 

STIP: Threshold as Percent of Target Performance (2012-2014)

  
Figure 3.7 

STIP: Maximum as Percent of Target Performance (2012-2014)

  
Figure 3.8 

STIP: Threshold as Percent of Target Performance, by Measure (2014)

  
Figure 3.9 

STIP: Maximum as Percent of Target Performance, by Measure (2014)

  
Figure 3.10 

Prevalence of LTI Performance Awards (2010-2014)

  
Figure 3.11 

Average Long-Term Award Incentive Mix by Value (2010-2014)

  
Figure 3.12 

LTI Blend of Performance Awards (2011-2014)

  
Figure 3.13 

STIP: Most Prevalent Threshold/Maximum Payout Ranges (2010-2014)

  
Figure 3.14 

STIP: Threshold Payout Percentages (2010-2014)

  
Figure 3.15 

STIP: Maximum Payout Percentages (2010-2014)

  
Figure 3.16 

STIP: Most Prevalent Pay-for-Performance Relationships (2011-2014)

  
Figure 3.17 

STIP: Prevalence of Threshold Performance and Payout (2010-2014)

  
Figure 3.18 

STIP: Prevalence of Maximum Performance as Percentage of Target and Payout (2010-2014)

  
Figure 3.19 

Long-Term Incentive Mix (Prevalence and Value) (2010-2014)

  
Figure 3.20 

LTIP: Weights of Performance Measure by Value (2011-2014)

  
Figure 3.21 

LTIP: Threshold as Percent of Target by Performance Measure (2012-2014)

  
Figure 3.22 

LTIP: Threshold Percentile of Target (Relative Performance Measure) (2010-2014)

  
Figure 3.23 

LTIP: Target Percentiles (Relative Performance Measure) (2010-2014)

   
Figure 3.24 

LTIP: Maximum Performance Percentile (Relative Performance Measure) (2010-2014)

  
Figure 3.25 

LTIP: Prevalence of Performance Percentiles for Plans with Relative Measure (2010-2014)

  
Figure 3.26 

LTIP: Threshold/Maximum Payout Ranges (Absolute Performance Measure) (2010-2014)

  
Figure 3.27 

LTIP: Threshold Payout as Percent Target Payout (Absolute Performance Measure) (2010-2014)

  
Figure 3.28 

LTIP: Maximum Payout as Percent Target Payout (Absolute Performance Measure) (2010-2014)

  
Figure 3.29 

LTIP: Threshold Performance and Payout as Percent of Target (Absolute Performance Measure)
(2010-2014)

  
Figure 3.30 

LTIP: Maximum Performance and Payout as Percent of Target (Absolute Performance Measure)
(2010-2014)

  
Figure 3.31 

LTIP: Most Prevalent Pay-for-Performance Relationship (Relative Performance Measure) (2013-2014)

  
Figure 3.32 

LTIP: Threshold Performance and Payout (Relative Performance Measure) (2010-2014)

  
Figure 3.33 

LTIP: Target Performance Percentile Ranking (Relative Performance Measure) (2010-2014)

  
Figure 3.34 

LTIP: Maximum Performance and Payout (Relative Performance Measure) (2010-2014)

108  

PART IV

  
Figure 4.1 

Say-on-Pay Frequency, by Industry

  
Figure 4.2 

Say-on-Pay Frequency, by Company Size

  
Figure 4.3 

Clawback Provisions, by Industry

  
Figure 4.4 

Clawback Provisions, by Company Size

  
Figure 4.5 

Shareholder Approval of Golden Parachutes, by Industry

  
Figure 4.6 

Shareholder Approval of Golden Parachutes, by Company Size

  
Figure 4.7 

Anti-gross-up Policy, by Industry

  
Figure 4.8 

Anti-gross-up Policy, by Company Size

  
Figure 4.9 

Mandatory Retention of Stock Awards, by Industry

  
Figure 4.10 

Mandatory Retention of Stock Awards, by Company Size

  
Figure 4.11 

Bonus Bank Policy, by Industry

  
Figure 4.12 

Bonus Bank Policy, by Company Size

  
Figure 4.13 

Compensation Benchmarking Disclosure, by Industry

  
Figure 4.14 

Compensation Benchmarking Disclosure, by Company Size

  
Figure 4.15 

Compensation Risk Disclosure, by Industry

  
Figure 4.16 

Compensation Risk Disclosure, by Company Size

  
Figure 4.17 

Compensation Consultant Fee Disclosure, by Industry

  
Figure 4.18 

Compensation Consultant Fee Disclosure, by Company Size

123  

PART V

  
Figure 5.1 

Management Proposals on Executive Compensation, by Topic (2011, 2014, and 2015)

  
Figure 5.2 

Management Proposals on Executive Compensation—Average Voting Results, by Topic
(2011, 2014, and 2015)

  
Figure 5.3 

Say-on-pay Votes—Failed Proposals (2014-2015)

  
Figure 5.4 

Say-on-pay Votes—Proposals Receiving Less Than 70 Percent Support (2014-2015)

  
Figure 5.5 

Shareholder Proposals on Executive Compensation, by Topic (2011, 2014, and 2015)

  
Figure 5.6 

Shareholder Proposals on Executive Compensation—Most Frequent Sponsors, by Topic (2015)

  
Figure 5.7 

Shareholder Proposals on Executive Compensation—Average Voting Results, by Topic (2015)

  
Figure 5.8 

Shareholder Proposals on Executive Compensation—Average Suport Level, by Topic
(2011, 2014, and 2015)

 Using This Report
CEO and Executive Compensation Practices:
2015 Edition documents trends and developments on
senior management compensation at companies issuing
equity securities registered with the US Securities and
Exchange Commission (SEC) and, as of May 2015, included
in the Russell 3000 Index. In addition to benchmarks on
individual elements of compensation packages and the
evolving features of short-term and long-term incentive
plans (STIs and LTIs), the report provides details on
shareholder advisory votes on executive compensation
(say on pay) and outlines the major practices on board
oversight of compensation design.
Multiple sources are used: compensation figures as
documented by IBM Kenexa CompAnalyst Executive;
company disclosure on LTIs and STIs reviewed by analysts
at Arthur J. Gallagher & Co., in collaboration with The
Conference Board; information on say-on-pay votes
and shareholder resolutions obtained from FactSet in
collaboration with The Conference Board; and a survey of
corporate officers administered by The Conference Board
in collaboration with NASDAQ OMX and NYSE. Although
completely redesigned, this edition of the study continues
the long-standing tradition of The Conference Board as a
provider of comparative information on the subject.
Figures used for the purpose of the Key Findings analysis
are organized in five parts. Part I: CEO Compensation
and Part II: NEO Compensation provide benchmarking
information on the compensation awarded in FY2014 to
the chief executive officer (CEO) and other named executive officers (NEOs) of companies listed on the Russell
3000 Index. The Russell 3000 was chosen because it
comprises the largest 3,000 public companies listed in US
national stock exchanges, representing approximately 98
percent of the investable US equity markets. In addition to
total compensation figures, Parts I and II offer details on
base salaries and incentive-related elements of a typical
compensation package (including annual bonuses, stock
awards and stock-option grants), as well as on perquisites
and changes in pension value. A section on compensation
mix illustrates each element as a percentage of the total
compensation value. The commentary to these figures
included in the Key Findings section primarily refers to
median (midpoint) values. However, to highlight possible

www.conferenceboard.org

outliers, the report may also reference the mean (average)
of variables and major percentiles (10th, 25th, 50th, 75th,
and 90th percentile).
Throughout Parts I and II, compensation figures are
segmented according to the business industry and
company size. For the purpose of the industry analysis, the
report aggregates companies within 10 groups (Exhibits 1
and 2), using the applicable Global Industry Classification
Standard (GICS). As for the company size breakdown, data
are categorized along seven annual revenue groups (based
on data received from manufacturing and nonfinancial
services companies) and seven asset value groups based
on data reported by financial companies, which tend to
use this type of benchmarking. Annual revenue and asset
values are measured in US dollars. Figures in Part II refer
to two sample sizes: the first number presented is the
number of companies examined, and the second number
represents the total number of incumbents across the
sample of companies examined.
Comparisons with the S&P 500, another commonly
followed equity index, are also included to offer an
additional perspective on the difference between large
and small firms. In particular, the S&P 500, or subset
of the S&P 500, is used to further investigate certain
Exhibit 1

Sample Distribution, by Industry
(n=2,543)
Telecommunication services
1.1 (27)

Utilities
2.8

(72)

Consumer staples
Materials
5.0

4.2

(128)

Energy
6.3 (161)
Health care
13.5

(344)

Industrials
14.4

(367)

(106)

Financials
(529)

20.8%

Information
technology
(425)

16.7

Consumer
discretionary
(384)

15.1

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Research Report  CEO and Executive Compensation Practices  2015 edition

7

 compensation practices, such as changes in pension
value, perquisites, and incentive plans. Figures and
illustrations used throughout the report refer to the
Russell 3000 analysis unless otherwise specified.
The Russell 3000 sample distribution is illustrated in
Exhibits 1 and 3.
Figures within Part III: Short-term and Long-term
Incentive Plans are based on information disclosed in
annual proxy statements and outline the major features
of incentive plans of a randomly selected subset of 100
companies among the top 200 companies in the Russell
3000. The commentary comprises measure types, weights
on measures, performance levels, threshold and payout
levels, and vesting.

those requiring the introduction of explicit links between
compensation and performance targets. Proposal volume,
sponsoring shareholders, and voting results are provided.
Data in this report are descriptive, not prescriptive, and
should be used only to identify the latest practices and
emerging trends. None of the commentaries included is
intended as recommendation on executive compensation
design, compensation-related resolutions or board
oversight practices in the field. On the contrary, The
Conference Board and Arthur J. Gallagher recommend
that compensation and governance decisions be made
after careful consideration of the specific circumstances
the company faces in the current marketplace, including
its overall compensation policy, strategic priorities, and
business needs.

Part IV: Board Practices on Executive Compensation
Oversight figures illustrate findings from a 2014 survey
of general counsel, corporate secretaries, and investor
relations officers at 307 business corporations registered with the SEC. Data in this section document the
development of key board practices in setting executive
compensation and overseeing the pay-for-performance
equation, including equity retention periods, shareholder
approval of golden parachutes, anti-gross-up policies, and
clawback provisions. Additional information is provided on
the disclosure of compensation peer-group benchmarking,
compensation-related risks, and fees paid to compensation consultants.
Part V: Say-on-Pay Votes and Shareholder Proposals on
Executive Compensation shows the outcome of management proposals on executive compensation submitted at
Russell 3000 companies to an advisory vote of shareholders (the so-called “say-on-pay” vote), now mandated under
federal securities laws and regulations. The discussion
focuses, in particular, on proposals that failed to receive
the support of a majority of votes cast, as well as those
that received less than a 70 percent support level—the
level at which proxy advisory firms may scrutinize more
closely their compensation plans and evaluate issuing
a future negative recommendation. Finding from the
2015 proxy season are compared with the corresponding sample in 2014. Part V is complemented with data
on shareholder-sponsored proposals on topics related
to executive compensation, including those on the adoption of a corporate policy on equity retention periods or

8

Research Report  CEO and Executive Compensation Practices  2015 edition

Exhibit 2:

Industry Groups and GICS Codes

Sector

Consumer
discretionary

Consumer staples
Energy
Financials

Healthcare

Industrials

Information
technology
Materials
Telecommunication
services
Utilities

GICS
GICS
Code Industry Group
Subcode
Automobiles & components
2510
Consumer durables & apparel
2520
2530
25 Consumer services
Media
2540
Retailing
2550
Food & staples retailing
3010
Food, beverage & tobacco
3020
30
Household & personal
3030
products
10 Energy
1010
Banks
4010
Diversified financials
4020
40
Insurance
4030
Real estate
4040
Healthcare equipment &
3510
services
35
Pharmaceuticals &
3520
biotechnology
Capital goods
2010
Commercial & professional
2020
20
services
Transportation
2030
Software & services
4510
Technology hardware &
4520
45 equipment
Semiconductors &
4530
semiconductor equipment
15 Materials
1510
50 Telecommunication services
5010
55

Utilities

5510

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

 Exhibit 3

Sample Distribution, by Company Size
(n=2,543)
Under
$100 million

Annual Revenue

$100999 million

9.5%

$14.9 billion

$59.9 billion

8.8

32.3

38.0

$1024.9 billion

$2549.9 billion

$50 billion
and over

2.1

2.2

7.1

All except financials
(n=2014)

(191)

(765)

(651)

9.4%

(178)

8.1

30.4

41.8

(142)

(45)

(42)

2.0

2.0

6.4

All companies
(n=2,543)

Asset Value

(239)

(1,064)

(772)

(205)

(163)

(50)

(50)

Under
$500 million

$500999 million

$19.9 billion

$1024.9 billion

$2549.9 billion

$5099.9 billion

$100 billion
and over

4.7%

17.0

59.9

4.2

6.2

2.8

5.1

Financials
(n=529)

(25)

(22)

(317)

(90)

(27)

(15)

(33)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Exhibit 4

Sample Distribution, by Securities Exchange
Securities Exchange

NASDAQ

New York
Stock Exchange

46%

(n=2,543)

53

(1,163)

(1,346)

NYSE
MKT*

Other
OTC

1

0

(33)

(1)

*NYSE MKT is the leading equities capital market for small cap companies. Designed to support younger, high-growth companies
NYSE MKT is the exchange for small-cap companies. Listed companies benefit from a fully integrated trading platform that uses
the same high-tech/high touch market model as the NYSE with dedicated liquidity providers at the point of sale.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Exhibit 5

Sample Distribution, by Market Capitalization

Market cap

Under
$50 million

$50249 million

0%

(n=2,543)

(1)

$250999 million

(743)

$59.9 billion

37.5

29.2

7.7

(196)

$14.9 billion

(954)

$1019.9 billion

(172)

No longer
publicly traded

9.2

6.8

9.2

(235)

$20 billion
and over

(233)

0.4

(9)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

9

 Key Findings
Total CEO compensation continues to grow, fueled by
pension value adjustments, stock market performance,
and peer pressure Median total compensation for the
CEO of an S&P 500 company was $11,291,000 in 2014,
while the Russell 3000 counterpart earned $3,885,000
(see Figure 1). Both figures represent a significant increase
from previously recorded levels and confirm the steady
pattern of growth documented over the last few years.
In the Russell 3000, the median total CEO compensation
was 11.9 percent higher than in 2013 and 34.7 percent
higher than in 2010; in the S&P 500, CEO pay increased
10.6 percent in 2013 and was 20 percent higher than
in 2010. In the industry analysis, the largest increase
since 2010 was observed among healthcare companies
(median 73.6 percent). The extraordinary stock market
performance following the financial crisis of 2008–2009
and the board practice of using peer group benchmarking
in the compensation design process help explain the
five-year rise in total pay. However, the significant 2014
adjustments to pension value prompted by official
revisions to discount rates and mortality tables were, by
far, the most important drivers of the one-year growth
in total CEO compensation at many larger companies.
See Figures 1.1, 1.7, 1.8, 1.22, and 1.24.
Larger company CEOs earn significantly more overall,
but the smallest companies had the highest five-year
percentage growth in CEO compensation In 2014, the
CEO of a manufacturing or nonfinancial services company
with annual revenue of at least $50 billion (the largest of
the size groups analyzed) made eight times as much as the
CEO of a company with annual revenue under $100 million
(the smallest of the groups analyzed). However, it was the
smallest group that saw the steepest four-year increase in
total compensation. CEOs of these organizations earned
$2,189,000 in 2014, or 135.9 percent more than their
reported total pay in 2010 and 31.8 percent more than their
reported total pay in 2013. In comparison, the median CEO
in the largest revenue group ($50 billion and over) received
a four-year raise of 20.5 percent, suffering a dip in 2012
and 2013 and rebounding in 2014 (+25.5 percent). Smaller
companies continue to rely on stock options to compensate their top talent. See Figure 1.9.

10

CEO compensation surged in the healthcare sector
between 2010 and 2014, with stock options weighting
significantly more on total pay The compensation of
CEOs of healthcare companies grew by 73.6 percent in the
2010–2014 timeframe, from $2,096,000 to $3,638,000—
the largest rise in the four-year period among any sector.
The mix analysis showed the increasing incidence of
stock options in the pay package offered to CEOs in this
industry, offsetting the declining weight of base salary.
More specifically, stock options represented 34.3 percent
of the total CEO compensation value in 2014, up from
27.6 percent in 2010. Instead, the weight of the base salary
declined from 31.5 percent in 2010 to 21.5 percent in 2014.
See Figure 1.4, 1.8, and 1.11.
In 2014, the telecommunications services sector
reversed a long trend of declining total CEO
compensation value; consumer discretionary was the
only industry reporting a median pay drop The industry
with the biggest year-on-year CEO pay increase was
telecommunications services. Total CEO compensation
in that sector grew 43.6 percent in 2014, compared to
the median 11.9 percent increase across the Russell
3000 sample. However, the substantial jump reversed
a long downward trend for the sector, given that
telecommunications services companies showed the
biggest CEO compensation decline of any sector in the
2010–2014 period. Consumer discretionary (i.e., the sale
of nonessential goods and services, such as automobiles
and components, media, and apparel) is the only
business sector that saw a median decline in total CEO
compensation in 2014 (-12.2 percent from 2013 levels).
See Figure 1.8.
Only a small part of CEO earnings comes from
base salary; performance-based components now
dominate The analysis of CEO compensation packages
by component type shows that base salary paid in cash
represents only a small fraction of the total amount of
realized pay—more specifically, 23.8 percent of the
total in the median Russell 3000 company and as little
as 11.6 percent in the median S&P 500 company. As
companies continue to respond to stakeholder demand

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 for pay for performance, the weight of performance-based
elements has grown. In particular, the grant-date value
of long-term incentive (LTI) awards (stock awards and
stock options) constituted 57.2 percent of the total CEO
compensation reported in 2014 in the S&P 500, compared
to 55.8 percent in 2010. Earnings per share (EPS) is
a commonly used metric of long-term performance;
according to S&P Capital IQ data, in 2014, EPS has climbed
7 percent for the average company in the index, unlocking
additional rewards for chief executives.1 See Figures 1.4,
1.7, 1.16.
Annual bonuses were up in 2014, with the largest
four-year increase rate among smaller companies
In general, annual bonuses in Russell 3000 companies
increased by 11.8 percent from 2013 and 15.3 percent
since 2010. Companies with annual revenue of more than
$50 billion paid a median $3,440,000 annual bonus to their
CEOs in 2014, or a 23.7 percent increase from the previous
year. However, a four-year analysis shows that the largest
percentage increase in bonuses took place among small
companies with less than $100 million in revenue. The
annual bonus granted to the median CEO in these smaller
companies doubled from $126,000 in 2010 to $253,000
in 2014. In fact, over the same four-year period, annual
bonuses in the S&P 500 index have been on the decline
(-3.6 percent), a finding that is consistent with the more
general trend toward the adoption of equity-based compensation components by larger corporations in recent years.
See Figures 1.13 through 1.15.
Stock awards continue their rise as the most important
component of CEO compensation, even though significant variation in use is seen across industries and size
groups Stock awards continue to increase their share
within the pay mix, while other compensation components,
such as base salary, annual bonus and stock options, are
going in the opposite direction. According to 2014 disclosure, stock awards represent 42.3 percent of CEO pay at
the average S&P 500 company and 34.7 percent of CEO
pay at the average Russell 3000 company, up from 33.4
percent and 24.9 percent in 2010, respectively. However,
the industry and company size analyses show that there

1  S&P 500 Earnings Intellect. Trend Analysis from Global Markets
Intelligence, S&P Capital IQ, McGraw Hill Financial, July 1, 2015, p. 2.

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can be significant variations in the use of this compensation component, depending on the business type and
revenue group. For example, while stock awards constitute
47.3 percent and 45.8 percent of total CEO pay, respectively, in energy and telecommunications companies, the
typical healthcare company grants only 26.4 percent of its
chief executive compensation in the form of stock awards.
Smaller companies with annual revenue under $100
million offer only 12.6 percent of their total CEO compensation in equity awards, compared to the 42.6 percent
found among companies with annual revenue of more than
$50 billion. See Figures 1.16 through 1.18.
Growth companies in the information technology,
materials and healthcare sectors are the only
subgroups that continue to rely extensively on stock
options Equity option awards have gone out of favor
after many analysts and commentators blamed them
for encouraging the short-term behaviors that led to the
2008 financial crisis. While their use has steadily declined
in the last four years, stock options remain central to
the toolset used by smaller IT and healthcare companies
to attract and retain key talent. As an example of the
disparity in the deployment of stock options in pay design
across the Russell 3000 sample, 34.3 percent of the total
value of the CEO compensation package in the average
healthcare firm is represented by stock options (a median
of $1,078,000), compared to the 2.9 and 4.1 percent
of the average utilities and financial sector companies,
respectively. In most industries and size groups, stock
options have made room for other forms of performancebased compensation, such as equity awards tied to
measurable targets of long-term success. See Figures 1.5,
1.6, and 1.20.
Though tax gross-ups are for the most part gone, the
value of some other CEO perquisites has increased
Perquisites represent a smaller portion of CEO pay than
in the past and have only a marginal impact on changes in
total compensation. The biggest development in this area
is the elimination of tax gross-ups, the practice of making
extra payments to an executive to cover the taxes owed
on earned compensation. Fairly common until a few years
ago, tax gross-ups have been unanimously labeled as poor
practice after the financial crisis of 2008 and, by now,
seem to have disappeared from many CEO pay packages.

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11

 While the share of firms permitting CEOs personal use
of company aircraft has decreased from 67 percent in
2006 to 49 percent in 2014, the value of this perquisite
has in fact gone up by 20.2 percent—from $99,000 to
$119,000—in the 2013–2014 period. To be sure, most
other perquisite categories have also increased in value in
the last year, with a reported aggregate perquisite value
for companies with annual revenue in the $25 billion to
$49 billion range that is 5.5 percent higher than in 2013.
See Figures 1.4, 1.5, and 1.25 through 1.27.
CEOs in the media and entertainment business
dominate the top 25 highest-paid list, which includes
only two women Of the top 25 highest-paid CEOs,
eight are from the media and entertainment industry
(see page 8). Peer pressure and comparisons with the
phenomenal earnings of top talent in the industry (TV
anchors, musicians, actors and writers, among others)
help explain these findings, which are consistent with
observations from previous years. The ownership
structure of media companies, which are frequently
controlled by a large blockholder that influences board
decisions, may also be a driving factor of levels of
pay seen in the sector. David M. Zaslav of Discovery
Communications ranked first on the 2014 list—reporting
total compensation of $156.1 million, up 368 percent from
the $33 million in 2013. Coming in a distant second is
Mario J. Gabelli of investment advisory Gamco Investors
with total 2014 earnings of $88.5 million.
The second most-represented business sector in
the 2014’s list of top earners is information technology, with Satya Nadella of Microsoft ranking first
among peers ($84.3 million), followed by Larry
Ellison of Oracle ($67.3 million), Steve Mollenkopf of
Qualcomm ($60.7 million), and Marissa Mayer of Yahoo
($42.1 million). Mayer was also the highest-paid female
CEO among US public companies in 2014 (up 69 percent
from $24.9 million in 2013) and one of the only two women
who made the list—the other being United Therapeutics’s
founder Martine Rothblatt ($33.2 million). See Exhibit 6.
Most CEOs on the top 25 list are not from large
companies; in some cases, CEOs made the list despite
their company’s faltering stock performance CEOs on
the top 25 list include companies with annual revenues
ranging from $399 million to $86.5 billion. However, the

12

Russell 3000 sample examined for the purpose of this
research includes 42 large companies with annual revenue
of $50 billion or higher, and only one of them (Microsoft)
appeared on the list of the best-paid CEOs in 2014.
Instead, most of these companies (14, more specifically)
have less than $5 billion in annual revenue and five of
them have revenues of less than $1 billion. Several of the
smaller companies on the list received among the largest
percentage increases.
Eight chief executives appeared on the top list despite
negative one-year total shareholder return (TSR) generated
by their company. The company suffered a negative
one-year TSR of 20 or higher in three of those cases: David
Zaslav of Discovery Communication, Joseph Brown of
MBIA Inc, and Gary Loveman of Caesars Entertainment.
Nonetheless, each of those CEOs saw their total compensation multiply in 2014 (+368 percent, +730 percent, and
+328 percent, respectively). There is only one instance on
the list (MBIA Inc) in which the company also reported a
three-year negative TSR (-6.3). The best performers on the
list for one-year TSR were Helen of Troy (+76.1) and Vertex
Pharmaceuticals Inc (+59.9). Interestingly, Gerald J. Rubin
of Helen of Troy received $31.3 million in total compensation last year, a 25 percent decline from the amount
earned in 2013. See Exhibit 6.
In most cases, top earners reported a compensation
increase from the previous year, and nine were among
the best-paid US CEOs for three years in a row Only four
CEOs on the list received lower total pay in 2014 than in
2013. One of them (Leslie Moonves) serves as the chief
executive of a company (CBS Corp) that registered a -12.4
TSR in 2014. On the other hand, seven CEOs on the list
saw their total compensation double or further multiply
from 2013 levels, with one CEO (Greg Maffei of Liberty
Media) reporting a tenfold increase (from $3.6 million to
$41.4 million) and another (Joe Brown of MBIA) disclosing
a 730 percent increase (from $5.3 million to $43.6
million). Twelve individuals on the top 25 list of highest
paid CEOs made the same list in 2013, while 10 of these
12 (Philippe Dauman of Viacom, Bob Iger of Walt Disney,
and Leonard Schleifer of Regeneron Pharmaceuticals, in
addition to Mayer, and Zaslav, Gabelli, Ellison, Moonves,
Brown and Maffei) were among the highest paid even in
2012. See Exhibit 6.

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 The total compensation of other senior executives also
continues to rise, even though base salary has more
weight in their compensation mix. The median Russell
3000 named executive officer (NEO), excluding the CEO,
earned $1,460,000 in 2014, resulting in one- and four-year
increases of, respectively, 12.9 percent and 27 percent—
rates that are remarkably similar to those observed for
chief executives. However, median 2014 earnings for an
S&P 500 NEO were $3,631,000, less than a third of what
the median CEO of companies in the index took home in
the same year.
Base salary represents a larger part of total NEO compensation as compared to that of a chief executive. More
precisely, the base salary of a Russell 3000 executive
named in disclosure documents constituted 32 percent
of total compensation, compared to the 23.8 percent
weight found in the CEO compensation mix analysis.
Important variations are seen across company sizes,
where base salary ranges from 36.5 percent of the total
(for companies with annual revenue under $100 million) to
11.9 percent ($50 billion and over). This finding indicates
that, not unlike the trend detected among CEOs, larger
companies are increasing their focus on incentive plans
for NEOs, including annual bonus, stock awards, and
stock options. The incentive (or leverage) multiple (i.e.,
the sum of annual bonus, stock awards, and stock options
divided by base salary) for the smallest revenue group
is 1.51, compared to 5.81 of the largest revenue group.
See Figures 2.1 and 2.4.
More and more companies have been introducing cash
flow as a performance metric in their STI design, while
some type of income-related measures continue to
be found in almost all such plans Cash-flow metrics of
performance are based on the evaluation of a company’s
streams of cash flow and include net present value
(NPV), return on investment (ROI), and internal rate of
return (IRR). In 2014, 43 percent of companies reported
using cash flow as a measure of performance in their
nondiscretionary short-term incentive (STI) plans (Figure
2). The figure represents a substantial increase from
the level found in 2013 and 2010 (33 and 28 percent,
respectively), and denotes the only significant change in
the array of used metrics revealed by the four-year STI
plan analysis. The income-based STI metrics (such as

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earnings per share (EPS), net income, operating income,
EBITDA, or cost-reductions) remain the most commonly
adopted; in 2014, as much as 93 percent of companies
in the examined sample disclosed the use of such
performance measures, a percentage comparable to
prior years. Despite its widespread use in LTI plans, total
shareholder return continues to be seen only occasionally
in STI plans; the industry analysis shows that its STI use
is concentrated in the energy industry (about 12 percent
of companies). See Figures 3.1 and 3.2.
After a steady increase from 2011 to 2013, the use
of capital efficiency measures in LTI plans declined
in 2014 The majority of the companies in the study set
long-term incentives based on income-related measures
(57 percent) and total shareholder return (54 percent).
Capital efficiency ratios (where output is divided by capital
expenditures to assess the quality of the company’s
receivables) consistently rank third in terms of prevalence
in LTI plans. However, after a steady increase in the use of
such ratios from 2010 (41 percent) to 2013 (44 percent),
their adoption rate dropped in 2014 to 37 percent.
Common types of capital efficiency metrics are return on
capital employed (ROCE) and return on invested capital
(ROIC). However, some companies may choose to look
at the length of collection periods, the ratio of sales to
inventory (or “turns” in inventory), the ratio of sales to net
working capital (i.e., the annual turnover of net working
capital in relation to net sales), or the ratio of account
payables to sales (i.e., how the company pays its suppliers
in relation to the sales volume being transacted). Achieving
efficient inventory turnover rates is particularly important
for the purpose of forecasting and managing large
manufacturing businesses. In fact, 50 percent of materials
companies—the highest share in the industry analysis—
and 35 percent of industrials companies continue to report
using capital efficiency as an LTI performance metric.
See Figures 3.1 and 3.3.
Despite growing concern about its application, TSR
continues to be a widely used LTI performance
measure, though its weighting has declined Despite
the extensive recent discussion about the disadvantages
of using total shareholder return as a long-term incentive
(regarding lack of line of sight, complicated accounting treatment, and lack of focus on core operations), it

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13

 continues to be consistently included in the LTI plans of
54 percent of companies. Compensation committees find
it difficult to overlook this measure for gauging corporate
performance, as it still takes center stage in the methodologies followed by proxy advisory firms to gauge corporate
performance. The adoption of TSR in an LTI strategy
may therefore reflect the board’s desire to minimize the
“red flags” raised by these groups. However, companies
are moving away from LTI plans based solely on TSR.
In 2011, 47 percent of companies had plans with TSR
weighted at 100 percent. This has decreased to just 31
percent of companies in 2014. Alternatively, the number
of companies weighting TSR at less than 25 percent has
increased from 5 percent in 2011 to 16 percent in 2014.
See Figures 3.1 and 3.20.
The share of companies using a single metric in their
incentive plans continues to drop The number of performance measures has increased steadily over the
past five years in both LTI and STI plans. This is due to
the realization that placing too much emphasis on one
measure can lead to manipulations or unintended incentives—think of the use of TSR and the growing recourse
to share buybacks to boost equity prices that have been
documented in the last decade. The transition to this
new approach to plan design has been quite pronounced
in long-term incentive plans, where companies using a
single LTI measure comprised 41 percent of the sample in
2010 and were down to just 20 percent in 2014. However,
while the largest concentration of LTI plans is found in
the two‑metric category (42 percent of companies),
45 percent of STI plans rely on a combination of four or
more metrics, and as much as 28 percent of companies
use six or more metrics. See Figures 3.4 and 3.5.
In designing LTI awards and combining two or more
performance metrics, companies tend to prefer a
balanced approach that incentivizes stock appreciation,
corporate results and retention Since 2011,
approximately 30 percent of companies have consistently
used all three types of LTI awards: appreciation awards
(which include stock options and SARs), performancebased awards (including performance shares,
performance restricted stock, performance or premium
stock options, and long-term incentive cash) and restricted
stock (Figure 3). This “balanced” approach has remained

14

popular because it allows upsides for an increase in stock
price (via the appreciation awards), corporate performance
(via the performance-based award), and retention (via the
restricted stock award). A close second is the tandem use
of appreciation awards and performance-based awards:
27 percent of companies have reported opting for this
solution in their 2014 disclosure. However, the most
notable finding from the four-year analysis is the two-fold
increase (from 11 percent to 23 percent) in the percentage
of organizations that, in the pursuit of closer alignment
between pay and performance, chose to combine in their
LTI plan restricted stock awards (which provide certainty)
and performance‑based awards (which do not). This
percentage now rivals companies pairing appreciation
awards with performance-based awards (27 percent).
See Figure 3.12.
While single-focus awards have fallen out of favor,
stock options are mixed with other compensation
vehicles In response to pressure from shareholders and
proxy advisors, the use of single-focus awards such as
100 percent stock options or 100 percent restricted stock
(or the combination of stock options and restricted stock)
has dwindled over the last few years. In 2011, 19 percent
of companies were using one of these three LTI mix types.
In 2014, the aggregate percentage dropped to 6 percent.
The LTI mix has stabilized in 2014, with performancebased awards making up over half of the total award, stock
options (appreciation awards) approximately one-quarter,
and time-based restricted stock/restricted stock units
approximately one-fifth. The war on stock options appears
to have been won, with use decreasing from 34 percent
in 2010 to approximately one-quarter of the total award in
2014. At this point, no more companies report using only
stock options (or stock appreciation rights); instead, when
used, stock options tend to be paired with performance
shares/units. See Figures 3.11 and 3.12.
In their short-term incentive plans, companies set
tighter performance ranges for EPS and incomerelated measures than for capital efficiency measures
The most prevalent threshold seen in the short-term
incentive plans examined for the purposes of the study
is 90 percent or greater of target performance. The most
prevalent maximum is 110 percent or lower. However,
significant variation can be found in the spread between

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 While an annual say-on-pay vote appears to be the
standard, more than half of the smaller manufacturing
and nonfinancial services firms opt for less frequency
Across industries, more than 75 percent of companies
currently hold annual say-on-pay voting, with the highest
rate found in financial services (89.3 percent). Slightly
less than 21 percent of companies in the nonfinancial
services industry group and 9.8 percent of manufacturing
companies have opted for a policy where executive
compensation is submitted to a say-on-pay vote every
three years. However, this choice was favored by more
than half (53.8 percent) of the sample of manufacturing
and nonfinancial companies in the smallest size group
(under $100 million of annual revenue). Similarly, there
is a moderate direct correlation between company size
and the annual frequency of say‑on‑pay votes. Across
industries and size groups, very few companies chose a
biennial say-on-pay vote. See Figures 4.1 and 4.2.

threshold and maximum, depending on the financial
measure being used and whether the performance goal is
expressed as a “level” or a percent change. For example,
when expressed as a level, an EPS goal is most often set
in a much narrower band than, say, a capital efficiency
measure like ROIC or a percent change goal for EPS or
income. Fifty-two percent of EPS measures were found to
have a threshold value of 90 percent of target or higher
and 76 percent of maximum EPS values are 110 percent of
target or lower. In addition, 89 percent or more of EPS and
income level thresholds were set to at least 70 percent
of target, while at least 89 percent of EPS and incomelevel performance caps were set at 130 percent or lower.
Conversely, capital efficiency measures had 50 percent
of threshold goals equal to 90 percent or more of target,
while only 50 percent had caps of 110 percent of target
or lower. See Figures 3.8 and 3.9.
The majority of companies used 200 percent of target
as the maximum payout percentage for their STIPs,
while the share of companies that set their maximum
above 200 has decreased Twenty-two percent of
companies used a payout range (threshold to maximum)
of 0 percent to 200 percent for their STIP, which is
relatively consistent with previous years. The next most
common payout ranges were 50 percent to 200 percent
(16 percent) and 50 percent to 150 percent (7 percent).
The remaining companies (55 percent) used a variety of
other ranges, including small ranges such as 25 percent
to 75 percent. STIP threshold payout percentages have
drifted upward in recent years, as seen in the decrease in
the thresholds below 50 percent, from 78 percent in 2012
to 71 percent in 2013 and 73 percent in 2014. However, a
0 percent payout threshold remained the most prevalent,
at 38 percent.
Maximum payout percentages have converged to 200
percent of target, as reported by 55 percent of the studied
companies. Among those not using 200 percent as the
maximum, the share of companies setting the maximum
below 200 percent has grown from 20 percent in 2010 to
25 percent in 2014. Vice versa, in 2010, 27 percent of the
sample of companies was choosing a maximum above 200
percent of target; that percentage was down to 20 in 2014.
See Figures 3.13 through 3.15.

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When designing new executive compensation policies,
large financial companies set equity retention
periods and go beyond regulatory requirements
with contractual clawback clauses Approximately 50
percent of companies across the manufacturing industry
reported that they only adopted the type of clawback
policy mandated by the Sarbanes-Oxley Act. The number
is slightly lower for nonfinancial services companies
(41.9 percent) and sensibly lower for financial services
companies (35.1 percent), a sign of the marked response
of financial institutions to the call for stronger pay for
performance. Of financial services companies, 36.8
percent indicated that they also introduced a clawback
policy of the type mandated by the Dodd-Frank Act and
not yet regulated by the SEC (proposed rules were issued
for public comments only in July 2015). With respect to
manufacturing and nonfinancial services companies, the
revenue analysis shows a clear direct correlation between
the introduction of clawback policies of the Dodd-Frank
type and the size of the company. In particular, this type
of provision is used in employment agreements with
executives by 51.7 percent of companies with annual
revenue in the $10 billion to $19.9 billion range, compared
to 14.8 percent of those with less than $100 million in
revenue. Disgorgement related to excessive risk-taking
and provisions to clawback compensation in cases of
performance evaluation errors are more popular in certain

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15

 size groups of financial companies. For example, in the
largest group ($100 billion or greater in asset value),
they are used by 35.7 percent (excessive risk-taking) and
by 14.3 percent of companies (performance evaluation
errors), respectively. See Figures 4.3 and 4.4.
Similarly, 43.9 percent of financial services companies
include retention requirements in their equity-based
compensation policy for top executives, compared to
only 15.9 percent in manufacturing and 20.2 percent in
nonfinancial services. On equity retention, the company
size analysis shows correlation with asset value and
great disparity between small and large organizations.
In particular, 64.3 percent in the group of companies
with asset value equal to or greater than $100 billion use
contractual provisions on mandatory retention, compared
to 33.3 percent of the companies with asset value of less
than $5 billion. See Figures 4.9 and 4.10.
Large companies are more likely to enforce anti-grossup policies Across industries, between approximately
33 percent and 45 percent of companies report having
adopted an anti-gross-up policy to curb payments to
executives on tax charges tied to severance and perquisites received from the company in change-of-control
situations. The percentage increases with corporate size
(as measured both by annual revenue and asset value),
with significant variation between the smallest and largest
groups (Figure 4). As much as 78.6 percent of companies
with $20 billion or greater in annual revenue adopt the
policy, compared to a meager 7.4 percent of those with
less than $100 million in revenue. Anti-gross-ups are
more consistently used across size groups of the financial
sectors, where the rate of adoption increases from 33.3
percent for companies with less than $5 billion in asset
value to 50 percent of those with assets of $100 billion
and over. See Figures 4.7 and 4.8.
Compensation benchmarking disclosure also tends
to be a feature of larger companies, with industry
and company size the most frequently used criteria
for the peer-comparison group More than 78 percent
of companies disclosed the names of individual
companies composing the peer group used for executive
compensation benchmarking purposes. Generally, the
larger the company size, the higher the percentage

16

of companies providing this type of disclosure. The
compensation committee is most frequently charged with
the responsibility of determining the compensation peer
group. However, between approximately 32 percent and
43 percent of companies across industries also revealed
some level of direct involvement of senior management.
The median number of companies included in the
compensation peer-group ranges from 14 to 17, depending
on the industry, and from 12 to 19, depending on the size
of the company. Industry and company size are the most
frequently used features to identify the organizations
that should be included in the compensation peer group.
Earnings performance is also cited as a criterion by 31.9
percent of financial services companies. Across industries
and company size groups, annual base salary is the aspect
of senior executive compensation that is most commonly
tied to the analysis of the compensation peer group.
However, 17.8 percent of financial services companies
and 22.7 percent of manufacturing companies use
compensation peer benchmarking to determine annual
equity-based incentives, and 9.8 percent of nonfinancial
companies use this method for cash-based bonuses
contingent upon performance. See Figures 4.13 and 4.14.
Compensation consultant fees tend to be lower than
the amount for which disclosure is required Across
industry and size groups, a large majority of companies
did not disclose the aggregate fee paid in FY2014
for compensation-related services and for additional
consulting services, since the fee amount was lower
than the $120,000 threshold for which securities laws
mandate disclosure. When disclosed, the highest median
fee for compensation-related services was reported
in the manufacturing group ($132,000). Manufacturing
companies also display the highest median disclosed
fee for additional (noncompensation-related) services
($20,000 at the median). However, average figures for
compensation related to such additional services can be
as high as $1,004,268 (as reported in financial services).
See Figures 4.17 and 4.18.

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 Say-on-pay analysis confirms a significant turnover
in failed votes, with several companies losing the
confidence of their shareholders this year after winning
the vote by a wide margin in 2014 In the Russell 3000, 44
of the executive compensation plans put to a say-on-pay
vote in the first half of 2015 failed to receive the majority
support of shareholders (Figure 5). This compares with 51
and 47 companies that failed those votes during the same
period in 2014 and 2013, respectively. Eight companies
that reported failed votes in 2015 also had failed votes
in 2014: Biglari Holdings Inc., United Therapeutics
Corporation, Carriage Services Inc., Masimo Corporation,
Cogent Communications Holdings, Inc., Spectrum
Pharmaceuticals, Inc., Tutor Perini Corporation, and
Monster Worldwide, Inc. Tutor Perini Corporation is the
only company in the Russell 3000 that has failed all five
years of say-on-pay advisory votes. Nabors Industries Ltd.
had four consecutive failed votes as of 2014, but received
65.3 percent of “for” votes at its 2015 AGM. There is a
significant year-over-year turnover in failed votes and,
aside from the cases indicated above, all companies
that failed their say-on-pay votes in 2015 had successful
votes in 2014—in most cases, by wide margins. This is an
indication that companies cannot lower their guard when
it comes to compensation oversight and need to ensure
ongoing transparency—not only by communicating any
new compensation decision made by the board, but also
by providing reassurance that the compensation policy
continues to be aligned with the long-term business
strategy of the organization.

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Another 98 companies in the Russell 3000 (or 5.2 percent
of the 1,879 companies that held their AGM in the first six
months of 2015) reported passing say-on-pay proposals
with the support of less than 70 percent of votes cast, the
level at which proxy advisory firms may scrutinize more
closely their compensation plans and evaluate issuing a
future negative recommendation. The number is down
significantly (30.4 percent) from the 141 companies
with votes under 70 percent during the same period in
2014. The 2015 list includes Honeywell International Inc.,
Pier 1 Imports, Inc., Yum! Brands, Inc., Caterpillar Inc.,
Philip Morris International Inc., JPMorgan Chase and Co.,
and Staples, Inc. Moreover, 15 of the companies below
the 70 percent support threshold in 2015 were below that
level in 2014. See Figures 5.3 and 5.4.

Research Report  CEO and Executive Compensation Practices  2015 edition

17

 PAR - I. 
fiJi

-   ?10Exhibit 6

25 Highest-Paid CEOs (Russell 3000)

USD thousands
INDUSTRY KEY

C

Rank CEO

1

T

Consumer discretionary

David M. Zaslav

Information technology

Company

F

Financials

H

2014
USD
thousands

2013
USD
thousands

$3,000
6,082
94,555
50,504
0

$3,000
5,799
0
22,539
0

0.0%
4.9%
NA
124.1%
NA

Perquisites
and other
compensation

1,936

2,012

-3.8%

Total
compensation

156,078

33,350

368.0%

$0
0
0
0
0

$0
0
0
0
0

NA
NA
NA
NA
NA

Perquisites
and other
compensation

88,518

85,050

4.1%

Total
compensation

88,518

85,050

4%

Base salary

$919
3,600
79,777
0
0

$698
550
0
0
0

31.7%
554.5%
NA
NA
NA

Perquisites
and other
compensation

13

14

-7.2%

Total
compensation

84,309

NA1

NA1

Base salary

$0
741
0
64,980
0

$0
1
0
76,894
0

0.0%
65742.3%
NA
-15.5%
NA

Perquisites
and other
compensation

1,540

1,546

-0.4%

Total
compensation

67,261

78,441

-14%

CEO
Ticker Industry Compensation

Discovery
DISCA
Communications,
Inc.

C

Base salary
Annual bonus
Stock awards
Stock options
Change in
pension value

2

Mario J. Gabelli

Gamco
Investors
Inc

GBL

F

Base salary
Annual bonus
Stock awards
Stock options
Change in
pension value

3

Satya Nadella

Microsoft
Corp

MSFT

T

Annual bonus
Stock awards
Stock options
Change in
pension value

4

Lawrence J. Ellison

Oracle
Corp

Health care

ORCL

T

Annual bonus
Stock awards
Stock options
Change in
pension value

1-Year
Change

1-Yr TSR 3-Yr TSR
(as of
(as of
FYE)
FYE)

2014
Revenue
USD
thousands

Top Top
25
25
List List
2013 2012

$6,265,000





$440,382









18.9

-23.8

29.8
2.9

$86,451,000

24.2 20.4

$38,275,000

26.1
8.2

(continued on next page)

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Research Report  CEO and Executive Compensation Practices  2015 edition

19

 Exhibit 6

25 Highest-Paid CEOs (Russell 3000)

continued...

USD thousands
INDUSTRY KEY

C

Consumer discretionary

Rank CEO

5

Jon Feltheimer

T

Information technology

Company

Lions Gate
Entertainment
Corp

F

Financials

H

2014
USD
thousands

2013
USD
thousands

$1,465
8,750
14,403
41,513
0

$1,264
7,500
3,625
0
0

15.9%
16.7%
297.3%
NA
NA

Perquisites
and other
compensation

197

185

6.9%

Total
compensation

66,328

12,574

428%

Base salary

$1,069
1,550
58,000
0
0

$1,200
3,488
15,000
0
0

-10.9%
-55.6%
286.7%
NA
NA

Perquisites
and other
compensation

121

761

-84.1%

Total
compensation

60,741

NA2

NA2

Base salary

$604
11,020
48,700
0
0

$1,050
9,550
7,855
0
0

-42.5%
15.4%
520.0%
NA
NA

Perquisites
and other
compensation

10

10

2.0%

Total
compensation

60,334

18,465

227%

Base salary

$3,513
25,000
14,500
10,000
2,772

$3,513
28,500
26,500
5,845
1,343

0.0%
-12.3%
-45.3%
71.1%
106.3%

Perquisites
and other
compensation

1,390

1,231

13.0%

Total
compensation

57,176

66,933

-15%

CEO
Ticker Industry Compensation

LGF

C

Base salary
Annual bonus
Stock awards
Stock options
Change in
pension value

6

Steven M.
Mollenkopf

Qualcomm Inc/
DE

QCOM

T

Annual bonus
Stock awards
Stock options
Change in
pension value

7

David T.
Hamamoto

Northstar Realty
Finance Corp.

NRF

F

Annual bonus
Stock awards
Stock options
Change in
pension value

8

Leslie Moonves

CBS Corp*

Health care

CBS

C

Annual bonus
Stock awards
Stock options
Change in
pension value

1-Year
Change

1-Yr TSR 3-Yr TSR
(as of
(as of
FYE)
FYE)

2014
Revenue
USD
thousands

Top Top
25
25
List List
2013 2012

$2,630,254

62.5
12.8

$26,487,000

13.3 17.5

$1,139,553

72.3
49.7

$13,806,000





28.1

-12.4

(continued on next page)

20

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Exhibit 6

25 Highest-Paid CEOs (Russell 3000)

continued...

USD thousands
INDUSTRY KEY

C

T

Consumer discretionary

Rank CEO

9

Information technology

Company

Philippe P. Dauman Viacom Inc*

F

Financials

H

Health care

2014
USD
thousands

2013
USD
thousands

$3,871
20,000
12,418
7,500
46

$3,500
16,900
10,379
6,000
-20

10.6%
18.3%
19.6%
25.0%
-325.4%

Perquisites
and other
compensation

500

407

22.8%

Total
compensation

44,335

37,166

19%

Base salary

$2,500
22,810
8,943
8,339
2,795

$2,500
13,570
8,804
8,478
0

0.0%
68.1%
1.6%
-1.6%
NA

Perquisites
and other
compensation

1,109

969

14.5%

Total
compensation

46,497

34,321

27%

Base salary

$1,000
6,395
35,585
0
0

$1,000
4,000
0
0
0

0.0%
59.9%
NA
NA
NA

Perquisites
and other
compensation

623

256

143.6%

Total
compensation

43,602

5,256

730%

Base salary

$1,000
1,109
11,752
28,194
0

$1,000
1,702
8,312
13,847
0

0.0%
-34.9%
41.4%
103.6%
NA

Perquisites
and other
compensation

28

74

-62.0%

Total
compensation

42,084

24,936

69%

CEO
Ticker Industry Compensation

VIAB

C

Base salary
Annual bonus
Stock awards
Stock options
Change in
pension value

10

Robert A. Iger

Walt Disney Co*

DIS

C

Annual bonus
Stock awards
Stock options
Change in
pension value

11

Joseph W. Brown

MBIA Inc

MBI

F

Annual bonus
Stock awards
Stock options
Change in
pension value

12

Marissa A. Mayer

Yahoo Inc

YHOO

T

Annual bonus
Stock awards
Stock options
Change in
pension value

1-Year
Change

1-Yr TSR 3-Yr TSR
(as of
(as of
FYE)
FYE)

2014
Revenue
USD
thousands

Top Top
25
25
List List
2013 2012

$13,783,000





$48,813,000





$1,135,000





28.0

-6.6

39.6 45.5

-20.1

-6.3

$4,618,133



46.3
24.9

(continued on next page)

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

21

 Exhibit 6

25 Highest-Paid CEOs (Russell 3000)

continued...

USD thousands
INDUSTRY KEY

C

Consumer discretionary

Rank CEO

13

Leonard S.
Schleifer

T

Information technology

Company

F

Financials

H

Health care

2014
USD
thousands

2013
USD
thousands

$1,071
2,142
0
38,645
0

$1,035
2,070
0
33,062
0

3.5%
3.5%
NA
16.9%
NA

Perquisites
and other
compensation

107

105

1.7%

Total
compensation

41,965

36,273

16%

Base salary

$1,057
3,350
0
36,669
53

$868
2,414
0
0
9

21.8%
38.8%
NA
NA
462.0%

Perquisites
and other
compensation

307

278

10.5%

Total
compensation

41,435

3,569

1063%

Base salary

$2,000
4,916
33,256
0
0

$1,280
3,392
4,741
0
0

56.3%
44.9%
601.4%
NA
NA

Perquisites
and other
compensation

142

117

20.9%

Total
compensation

40,314

9,531

323%

Base salary

$1,440
2,817
0
34,359
0

$1,200
1,687
0
27,663
0

20.0%
67.0%
NA
24.2%
NA

Perquisites
and other
compensation

1,292

784

64.7%

Total
compensation

39,908

31,333

27%

CEO
Ticker Industry Compensation

Regeneron
REGN
Pharmaceuticals

H

Base salary
Annual bonus
Stock awards
Stock options
Change in
pension value

14

Gregory B. Maffei

Liberty Media
Corp*

LMCA

C

Annual bonus
Stock awards
Stock options
Change in
pension value

15

Joshua W. Sapan

AMC Networks
Inc.

AMCX

C

Annual bonus
Stock awards
Stock options
Change in
pension value

16

Marc Benioff

Salesforce Com
Inc

CRM

T

Annual bonus
Stock awards
Stock options
Change in
pension value

1-Year
Change

1-Yr TSR 3-Yr TSR
(as of
(as of
FYE)
FYE)

94.9

2014
Revenue
USD
thousands

$2,819,557

Top Top
25
25
List List
2013 2012





49.1

$4,450,000



NA
-3.6

$2,175,641

19.3
-6.4

$5,373,586



24.6
-6.7

(continued on next page)

22

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Exhibit 6

25 Highest-Paid CEOs (Russell 3000)

continued...

USD thousands
INDUSTRY KEY

C

T

Consumer discretionary

Rank CEO

17

Jeffrey M. Leiden

Information technology

Company

F

Financials

H

Health care

2014
USD
thousands

2013
USD
thousands

$1,100
2,970
19,883
12,669
0

$1,038
2,772
1,774
7,529
0

5.9%
7.1%
1020.8%
68.3%
NA

Perquisites
and other
compensation

13

13

1.4%

Total
compensation

36,635

13,126

179%

Base salary

$738
3,350
24,769
3,375
0

$688
732
0
1,390
0

7.4%
357.4%
NA
142.8%
NA

Perquisites
and other
compensation

459

21

2109.0%

Total
compensation

32,691

NA4

NA4

Base salary

$2,000
14,510
8,000
7,960
246

$2,000
14,350
8,182
7,843
0

0.0%
1.1%
-2.2%
1.5%
NA

Perquisites
and other
compensation

188

127

48.1%

Total
compensation

32,903

32,502

0%

Base salary

$1,900
2,438
20,800
6,025
0

$1,900
2,166
1,410
659
0

0.0%
12.5%
1375.2%
814.0%
NA

Perquisites
and other
compensation

1,488

1,486

0.1%

Total
compensation

32,651

7,622

328%

CEO
Ticker Industry Compensation

Vertex
VRTX
Pharmaceuticals
Inc

H

Base salary
Annual bonus
Stock awards
Stock options
Change in
pension value

18

Hervé Hoppenot

Incyte Corp

INCY

H

Annual bonus
Stock awards
Stock options
Change in
pension value

19

Jeffrey L. Bewkes

Time Warner
Inc*

TWX

C

Annual bonus
Stock awards
Stock options
Change in
pension value

20

Gary W. Loveman

Caesars
Entertainment
Corp

CZR

C

Annual bonus
Stock awards
Stock options
Change in
pension value

1-Year
Change

1-Yr TSR 3-Yr TSR
(as of
(as of
FYE)
FYE)

2014
Revenue
USD
thousands

Top Top
25
25
List List
2013 2012

$580,415

59.9

52.9

$511,495

69.5
44.4

$27,359,000

29.8



37.9

$8,516,000

NA
-27.2
(continued on next page)

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Research Report  CEO and Executive Compensation Practices  2015 edition

23

 Exhibit 6

25 Highest-Paid CEOs (Russell 3000)

continued...

USD thousands
INDUSTRY KEY

C

Consumer discretionary

Rank CEO

21

Eric J. Foss

T

Information technology

F

Financials

H

Health care

2014
USD
thousands

2013
USD
thousands

$1,417
5,468
17,647
6,767
1

$1,380
2,632
5,161
8,161
0

2.7%
107.7%
241.9%
-17.1%
415.5%

Perquisites
and other
compensation

1,122

742

51.2%

Total
compensation

32,422

18,077

79%

Base salary

$500
531
28,350
2,251
0

$500
573
9,769
1,631
0

0.0%
-7.4%
190.2%
38.0%
NA

Perquisites
and other
compensation

9

10

-9.5%

Total
compensation

31,641

12,483

153%

Base salary

$1,025
1,074
0
29,460
1,633

$993
1,103
0
36,097
0

3.2%
-2.6%
NA
-18.4%
NA

Perquisites
and other
compensation

23

25

-8.2%

Total
compensation

33,215

38,218

-17%

Base salary

$600
11,455
4,181
0
0

$600
12,261
28,692
0
0

0.0%
-6.6%
-85.4%
NA
NA

Company

CEO
Ticker Industry Compensation

Aramark

ARMK

C

Base salary
Annual bonus
Stock awards
Stock options
Change in
pension value

22

Zachary Nelson

Netsuite Inc

N

T

Annual bonus
Stock awards
Stock options
Change in
pension value

23

Martine A.
Rothblatt

United
Therapeutics
Corp*

UTHR

H

Annual bonus
Stock awards
Stock options
Change in
pension value

24

Gerald J. Rubin

Helen Of Troy
Ltd

HELE

C

Annual bonus
Stock awards
Stock options
Change in
pension value
Perquisites
and other
compensation

15,096

Total
compensation

31,332

1-Year
Change

1-Yr TSR 3-Yr TSR
(as of
(as of
FYE)
FYE)

2014
Revenue
USD
thousands

Top Top
25
25
List List
2013 2012

$14,832,913

20.1
NA

$556,284

39.1
6.0

$1,288,519



$1,445,131



39.9
14.5

76.1
32.7

87 17340.7%
41,639

-25%
(continued on next page)

24

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Exhibit 6

25 Highest-Paid CEOs (Russell 3000)

continued...

USD thousands
INDUSTRY KEY

C

T

Consumer discretionary

Rank CEO

25

William J.
McMorrow

Information technology

Company

Kennedy-Wilson
Holdings, Inc.

F

Financials

H

Health care

CEO
Ticker Industry Compensation

KW

F

Base salary
Annual bonus
Stock awards
Stock options
Change in
pension value

2014
USD
thousands

2013
USD
thousands

$1,172
11,000
18,600
0
0

$950
7,000
0
0
0

1-Year
Change

1-Yr TSR 3-Yr TSR
(as of
(as of
FYE)
FYE)

23.3%
57.1%
NA
NA
NA

Perquisites
and other
compensation

212

133

58.9%

Total
compensation

30,984

8,083

283%

2014
Revenue
USD
thousands

Top Top
25
25
List List
2013 2012

$398,600

35.7
15.4

*  Six companies on the list reported adjustments to their CEO’s pension value. In these cases,
1-year change is calculated on total compensation figures excluding the change in pension value.
1

 Nadella was promoted to CEO in February 2014.

2

Mollenkopf was promoted to CEO in March 2014.

3

 Total compensation shown for Gregory B. Maffei corresponds to his role of president and CEO at Liberty Media Corp.
Maffei is also president and CEO of Liberty Interactive Corporation (Nasdaq: QVC), Liberty Broadband Corporation (Nasdaq: LBRDK), and
Liberty TripAdvisor Holdings, Inc (Nasdaq: LTRPB), for which he also received compensation in 2014 in the amounts of $32,368,101,
$25,193,700, and $25,057,422 respectively, for a total aggregated amount of $124,054,645.

4

Hoppenot was appointed president and chief executive officer in January 2014.

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

25

 Exhibit 7

Companies with Reported Change in Pension Value,
by Index (2014)
Percent of sample size
Russell 3000

Index

S&P 500

26.8%
Companies with reported
change in pension value
Sample size

54.1

682

258

(2,543)

(477)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Exhibit 8

Companies with Reported Change in Pension Value, by Industry (2014)
Percent of sample size
Russell 3000
Consumer
discretionary

Consumer
staples

22.9%

Sample Size
(384)

Energy

46.2

(106)

Financials

23.0

(161)

Companies with Reported Change in Pension Value
88
49
37

Health care

30.6

Industrials

11.6

Information
technology

33.8

Materials

10.1

Telecommunication
services

54.7

18.5

Utilities

88.9

(529)

(344)

(367)

(425)

(128)

(27)

(72)

162

40

124

43

70

5

64

Financials

Health care

Telecommunication
services

Utilities

S&P 500
Consumer
discretionary

Consumer
staples

43.0%

Sample Size
(79)

Energy

82.4

(34)

65.8

(38)

Companies with Reported Change in Pension Value
34
28
25

51.7

Industrials

45.1

Information
technology

62.5

Materials

19.0

75.0

60.0

96.4

(87)

(51)

(64)

(63)

(28)

(5)

(28)

45

23

40

12

21

3

27

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

26

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Exhibit 9

Companies with Reported Change in Pension Value, by Company Size (2014)
Percent of sample size
Annual Revenue
Under
$100 million
1.6%

Russell 3000 sample size
(191)

$100999 million
9.4

(765)

$14.9 billion
32.5

(650)

Companies with reported change in pension value
3
72
211

$59.9 billion
46.6

$1024.9 billion
66.2

$2549.9 billion
66.7

$50 billion
and over
72.5

(178)

(139)

(45)

(40)

83

92

30

29

Asset Value
Under
$500 million
8.0%

Russell 3000 sample size
(25)

$500999 million
9.5

(21)

$19.9 billion
25.2

(317)

Companies with reported change in pension value
2
2
80

$1024.9 billion
37.8

$2549.9 billion
25.9

$5099.9 billion
66.7

$100 billion
and over
87.1

(90)

(27)

(15)

(31)

34

7

10

27

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Exhibit 10

Impact of Change in CEO Pension Value on Total CEO Compensation, Median by Index (2014)
Percent of total
Index

Russell 3000
(n=502)

S&P 500
(n=194)

59.9%

78.0

2014-2013 Total CEO Compensation
Change (USD thousands)

$1,463

$2,768

1 Year (2014-2013) Change in
CEO Pension Value (USD thousands)

$643

$1,613

Note: The analysis is limited to companies with a non-zero Change in Pension Value also reporting a 2014 positive change in Total Compensation.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

27

 Exhibit 11

Impact of Change in CEO Pension Value on Total CEO Compensation, Median by Industry (2014)
Percent of total
Russell 3000
Consumer
discretionary

Consumer
staples

31.0%

Energy

64.0

n= (56)

(40)

Financials

59.0

Health care

68.0

(26)

Industrials

27.0

(126)

Information
technology

67.0

Materials

16.0

Telecommunication
services

54.0

18.0

Utilities

88.0

(29)

(83)

(29)

(56)

(3)

(54)

2014-2013 Total CEO Compensation Change (USD thousands)
$1,923
$1,369
$2,723
$912

$1,847

$1,442

$1,331

$1,650

$2,480

$1,563

2014-2013 Change in CEO Pension Value (USD thousands)
$220
$987
$1,214
$423

$745

$816

$190

$745

$746

$1,412

S&P 500
Consumer
discretionary

Consumer
staples

33.0%
n= (24)

Energy

84.0
(22)

Financials

81.0
(20)

Health care

89.0
(35)

2014-2013 Total CEO Compensation Change (USD thousands)
$4,480
$2,456
$3,697
$2,347
2014-2013 Change in CEO Pension Value (USD thousands)
$904
$1,967
$3,380
$1,509

Industrials

36.0

Information
technology

98.0

Materials

17.0

Telecommunication
services

113.0

18.0

Utilities

87.0

(16)

(27)

(10)

(15)

(3)

(22)

$3,204

$2,602

$1,677

$3,333

$2,480

$1,701

$851

$2,697

$390

$1,210

$746

$2,224

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Exhibit 12

Impact of Change in CEO Pension Value on Total CEO Compensation, Median by Company Size (2014)
Percent of total
Annual Revenue
Under
$100 million
86.0%

$100999 million
61.0

$14.9 billion
42.0

2014-2013 total CEO compensation change (USD thousands)
$543
$576
$1,365
2014-2013 change in CEO pension value (USD thousands)
$470
$257
$538

$59.9 billion
47.0

$1024.9 billion
65.0

$2549.9 billion
85.0

$50 billion
and over
87.0

$1,819

$3,144

$3,734

$3,866

$738

$1,999

$3,137

$3,448

Asset Value
Under
$500 million
4.0%

$500999 million
0

$19.9 billion
64.0

$1024.9 billion
77.0

$2549.9 billion
35.0

$5099.9 billion
98.0

$100 billion
and over
68.0

2014-2013 total CEO compensation change (USD thousands)
$25
$21
$317

$90

$27

$15

$31

2014-2013 change in CEO pension value (USD thousands)
$2
$2
$80

$34

$7

$10

$27

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

28

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 1.1

CEO Compensation Elements, by Index
USD thousands

Russell 3000
(n=2543)

S&P 500
(n=477)

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation
Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

10th
Percentile
$400
0
0
0
0

25th
Percentile
$525
250
224
0
0

Mean
$773
1,136
2,543
1,008
360

Median
$725
691
1,318
0
0

75th
Percentile
$975
1,446
3,389
1,100
10

90th
Percentile
$1,200
2,579
6,089
2,680
983

2

13

210

43

135

340

980

1,981

6,031

3,885

7,605

12,928

$750
534
805
0
0

$947
1,216
2,636
0
0

$1,157
2,487
5,755
2,232
1,294

$1,096
1,878
4,652
1,174
37

$1,288
3,090
7,244
2,772
1,743

$1,554
4,282
11,033
4,716
4,575

11

55

489

162

330

613

4,959

7,830

13,414

11,291

15,563

22,470

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

29

 Figure 1.2

CEO Compensation Elements, by Industry

continued...

USD thousands

Consumer
discretionary
(n=384)

Consumer
staples
(n=106)

Energy
(n=161)

Financials
(n=529)

Healthcare
(n=344)

10th
Percentile

25th
Percentile

Mean

Median

75th
Percentile

90th
Percentile

$491
0
0
0
0

$634
263
85
0
0

$959
1,650
2,804
1,356
244

$894
877
1,242
0
0

$1,100
1,751
3,500
1,254
0

$1,461
3,565
6,584
2,822
223

5

17

229

61

181

485

1,043

1,975

7,240

3,867

8,746

14,829

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$408
0
0
0
0

$572
213
198
0
0

$928
1,261
2,810
1,021
753

$985
813
1,826
0
0

$1,158
1,905
3,864
1,765
699

$1,325
3,034
7,062
2,964
2,525

10

39

251

95

257

469

913

1,750

7,024

5,709

9,683

14,643

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$450
0
87
0
0

$567
395
1,020
0
0

$794
1,199
3,578
581
512

$750
926
3,085
0
0

$900
1,750
4,832
619
0

$1,250
2,658
7,820
1,955
831

10

21

139

52

154

336

1,106

2,593

6,804

5,212

8,754

14,677

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$358
0
0
0
0

$500
250
212
0
0

$717
1,348
2,201
248
326

$700
823
1,052
0
0

$927
1,622
2,775
29
21

$1,005
3,430
5,528
785
722

8

21

362

56

153

343

804

1,502

5,203

3,236

6,136

11,756

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$422
0
0
0
0

$500
223
0
0
0

$713
810
2,159
2,061
157

$602
433
723
1,078
0

$874
1,080
2,728
2,666
0

$1,119
1,995
6,118
5,044
39

0

5

159

16

63

231

1,254

2,151

6,059

3,638

7,479

14,413

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

(continued on next page)

30

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 1.2

CEO Compensation Elements, by Industry

continued...

USD thousands

Industrials
(n=367)

Information
technology
(n=425)

Materials
(n=128)

Telecommunication
services
(n=27)

Utilities
(n=72)

10th
Percentile

25th
Percentile

Mean

Median

75th
Percentile

90th
Percentile

$433
0
0
0
0

$572
300
491
0
0

$786
988
2,177
763
526

$755
746
1,250
0
0

$950
1,335
2,825
964
105

$1,188
2,250
5,371
2,073
1,702

8

20

207

55

152

350

1,007

1,942

5,447

3,806

6,839

12,026

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$350
0
0
0
0

$450
168
208
0
0

$624
770
2,831
1,355
57

$600
510
1,512
194
0

$800
1,093
3,455
1,258
0

$1,000
1,860
6,202
2,708
0

0

5

89

15

52

186

893

2,021

5,726

3,793

7,123

11,391

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$547
0
5
0
0

$702
358
835
0
0

$884
1,097
2,488
868
737

$917
867
1,954
410
9

$1,035
1,397
3,598
1,447
783

$1,214
2,567
5,231
2,400
2,291

20

49

216

92

216

505

1,533

3,095

6,289

5,273

8,535

11,981

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$338
0
0
0
0

$438
156
391
0
0

$711
870
3,707
602
151

$658
486
1,701
0
0

$883
888
3,030
147
0

$1,220
2,595
12,900
1,769
50

4

13

92

27

84

166

848

1,642

6,132

3,339

8,870

17,184

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$513
258
425
0
5

$650
504
1,039
0
321

$855
1,164
2,634
230
1,639

$816
890
1,895
0
1,003

$1,110
1,654
3,438
0
2,574

$1,214
2,587
5,877
821
3,800

13

29

104

67

151

225

2,350

3,191

6,625

5,118

9,418

12,594

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

31

 Figure 1.3a CEO

Compensation Elements, by Company Size (Annual Revenue)

USD thousands
ANNUAL REVENUE
10th Percentile 25th Percentile

Mean

Median

75th Percentile 90th Percentile

Under $100 million (n=191)

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$275
0
0
0
0
0
571

$400
100
0
0
0
0
1,070

$468
276
443
1,652
6
24
2,869

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$364
0
0
0
0
0
857

$465
131
83
0
0
8
1,437

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$575
0
0
0
0
7
1,764

$725
501
838
0
0
20
3,346

$856
1,157
2,763
1,101
281
235
6,392

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$847
300
67
0
0
15
3,486

$950
1,001
1,861
0
0
42
5,379

$1,099
1,881
4,403
1,722
564
240
9,910

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$900
471
1,625
0
0
26
5,983

$1,058
1,453
3,077
0
0
72
8,957

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$770
691
1,214
0
0
30
7,774

$1,100
1,692
5,008
0
0
69
12,762

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$699
560
2,353
0
0
58
9,197

$1,146
1,913
4,436
0
0
158
11,510

$490
253
0
1,008
0
9
2,189

$551
378
406
2,285
0
21
3,587

$631
446
1,257
4,359
0
63
5,480

$680
710
1,651
606
0
53
3,847

$817
1,079
3,390
1,667
0
130
6,604

$996
1,454
3,614
1,225
62
160
7,520

$1,100
2,174
5,500
2,094
989
332
10,664

$1,193
2,261
5,323
1,937
295
300
11,095

$1,336
3,579
7,981
3,979
1,959
562
14,317

$1,321
2,950
6,962
2,787
2,975
374
15,036

$1,500
3,717
9,164
4,518
4,610
612
20,711

$1,600
3,600
8,943
4,053
3,642
414
21,040

$1,775
4,876
12,486
7,538
5,636
688
31,441

$1,676
4,174
12,173
4,126
3,791
464
25,687

$1,993
4,959
14,563
5,747
7,341
803
31,994

$100-999 million (n=765)

$585
507
1,432
702
44
88
3,357

$572
415
720
0
0
21
2,421

$1-4.9 billion (n=651)

$850
970
1,966
0
0
62
5,304

$5-9.9 billion (n=178)

$1,005
1,503
3,366
0
0
117
8,614

$10-24.9 billion (n=142)

$1,225
2,532
5,514
1,858
1,530
293
12,952

$1,200
2,031
5,250
1,601
228
183
11,911

$25-49.9 billion (n=45)

$1,411
3,456
7,903
4,213
2,156
336
19,475

$1,267
2,826
6,489
2,212
974
251
16,488

$50 billion and over (n=42)

$1,439
3,154
9,575
2,440
2,651
453
19,712

$1,425
3,440
6,138
2,212
937
294
17,719

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

32

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 1.3b CEO

Compensation Elements, by Company Size (Asset Value)

USD thousands
ASSET VALUE
10th Percentile 25th Percentile

Mean

Median

75th Percentile 90th Percentile

Under $500 million (n=25)

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$272
0
0
0
0
0
543

$378
0
0
0
0
11
1,012

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$349
19
0
0
0
0
986

$430
157
0
0
0
13
1,314

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$348
0
0
0
0
6
642

$475
198
127
0
0
19
1,137

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$598
446
529
0
0
13
2,391

$750
820
851
0
0
36
3,142

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$721
651
0
0
0
20
2,492

$850
928
1,068
0
0
31
3,998

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$932
170
0
0
0
18
1,885

$988
813
1,237
0
0
65
4,796

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$905
1,046
1,342
0
0
26
5,707

$1,000
1,738
3,250
0
9
86
11,660

$477
800
1,092
167
22
89
2,648

$475
525
744
0
0
18
2,732

$600
1,320
2,000
0
0
53
4,367

$722
1,998
2,560
250
0
310
5,083

$710
1,723
1,258
0
0
141
4,281

$775
4,363
1,961
1
0
471
7,124

$775
1,172
1,824
0
1
106
4,484

$924
1,885
3,424
377
311
261
6,530

$1,000
2,451
4,380
284
66
222
8,587

$1,053
3,910
7,999
835
838
353
13,334

$1,134
2,289
4,553
679
1
282
10,262

$1,290
3,710
8,452
1,125
611
674
12,739

$1,100
3,025
5,696
538
1,524
537
11,376

$1,239
4,800
7,550
1,354
3,952
1,126
16,033

$1,433
4,829
10,200
1,750
2,632
304
20,435

$1,500
7,480
12,536
3,200
6,829
552
23,744

$500-999 million (n=22)

$594
1,329
848
113
5
4,132
7,021

$519
568
418
0
0
54
2,013

$1-9.9 billion (n=317)

$616
900
1,263
150
143
185
3,256

$618
500
557
0
0
45
2,297

$10-24.9 billion (n=90)

$879
1,897
3,849
286
289
193
7,392

$891
1,186
1,725
0
0
100
5,197

$25-49.9 billion (n=27)

$993
1,814
3,410
375
288
309
7,189

$1,000
1,531
2,500
0
0
81
5,781

$50-99.9 billion (n=15)

$989
2,168
3,744
411
1,062
396
8,771

$1,000
1,500
3,600
0
71
220
8,672

$100 billion and over (n=33)

$1,157
3,831
6,771
1,066
2,332
250
15,406

$1,000
3,497
5,625
0
651
193
15,164

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

33

 Figure 1.4

CEO Compensation Mix, by Index (2010-2014)
Percentage
Annual bonus

Base salary

Stock awards

Stock options

Change in pension value

Perquisites and all other compensation

Russell 3000 (n=2543)
2014

23.8%

19.8%

34.7%

14.2%

4.0% 3.6%
1.5

2013

25.8

2012

26.7

2011

27.6

2010

20.7

33.0

20.2

30.3

20.6

28.9

15.2

27.6

22.1

24.9

3.8

14.2

4.6

4.0

15.4

4.9

3.9

15.3

4.7

4.0

0

100

S&P 500 (n=477)
2014

11.6%

2013

12.7

2012

12.5

2011

12.6

2010

14.0

19.7%

42.3%

20.3
18.9
20.6

14.9%

43.6

8.4%
16.9

3.1%

3.2 3.3

40.0

15.9

9.1

3.7

35.5

19.1

8.6

3.5

18.7

8.0

3.6

22.4

0

33.4

100

Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

34

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 1.5

CEO Compensation Mix, by Industry (2010-2014)
Annual bonus

Base salary

Stock awards

Stock options

Perquisites and all other compensation

Change in pension value

Consumer discretionary (n=384)
2014

2.4%

26.9%

22.4%

30.9%

13.8%

3.6%
1.1

2013

25.3

2012

25.6

2011

24.0
23.9

27.3

2010

29.5

24.1

27.2

16.2

3.9

26.8

16.1

3.5

4.2

23.7

16.8

4.1

4.1

26.9

22.8

16.5

3.2

3.4

0

100

Consumer staples (n=106)
2014

25.9%

18.4%

2013

28.9

2012

28.2

2011

31.8%
23.2

2010

28.8

21.7

31.5

11.2

24.6

22.8

6.3%

10.4

27.5

18.9

27.8

13.2%

12.9

22.6

3.7

5.0

8.0

3.3

7.5

12.7

4.3%

8.5

4.6
5.6

0

100

Energy (n=161)
2014

20.2%

19.5%

2013

22.0

2012

22.6

2011

21.7

23.1

24.9

7.1%

42.6

19.5

21.4

2010

47.3%

22.5

9.3

3.1% 2.8%
1.6 2.8

40.6

10.8

3.3 3.1

36.8

12.5

2.8 3.4

33.3

12.7

3.4 3.2

0

100

Financials (n=529)
2014

26.3%

2013

25.4%

28.3

2012

25.8

29.9

2011

5.8

29.0
21.6

5.3%

25.5

5.2

5.4

7.3

5.7

5.1

6.8

5.3

5.5

0

100

Healthcare (n=344)
2014

4.9%

5.5 1.6 4.9

30.3

21.2

35.3

4.1%

33.9

23.4

31.7

2010

33.9%

21.5%

2013

24.8

2012

27.1

2011

1.1%
14.9%

26.4%
16.5

30.2

2010

31.5

34.3%
22.4

16.4

33.6
23.2

16.8
17.7

0
Percentages may not add up to 100 due to rounding.

28.6

20.9
17.1

27.4
27.6

1.9%
0.5
2.1
1.7 2.9
2.0 2.6
2.4 3.8
100
continued on next page

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

35

 Figure 1.5

CEO Compensation Mix, by Industry (2010-2014) continued...
Annual bonus

Base salary

Stock awards

Stock options

Perquisites and all other compensation

Change in pension value

Industrials (n=367)
2014

25.4%

2013

19.5%

27.9

2012

19.9

26.9

2011

22.3

29.5

11.6%

21.4

5.0% 3.4%

12.7

32.9

20.4

27.5

2010

35.1%

2.1 4.5

29.3

12.4

6.1

4.9

26.6

13.7

6.0

3.8

24.1

15.2

5.2

4.6

0

100

Information technology (n=425)
2014

0.8%

21.6%

2013

16.3%

24.0

2012

3.3%
0.5

37.5

20.3

2.9
1.4
2.5

16.3

25.6

2010

18.5%

14.9

27.6

2011

39.5%

33.5

19.1

24.6

18.7

29.9

22.0

1.6 3.1

20.7

27.8

21.3

1.7 2.4

0

100

Materials (n=128)
2014

19.8%

2013

17.3%

37.3%

23.6

18.2

2012

21.5

18.8

2011

21.0

19.5

2010

13.0%
37.8

13.9

35.0

23.8

25.7

4.0%
2.1 4.4

12.3

32.0

23.2

8.6%

7.5

4.8

15.2

7.4

4.9

14.1

9.0

4.2

0

100

Telecommunication services (n=27)
2014

0.8%

23.8%

17.3%

45.8%

10.4%

1.9%
0.5

2013

26.6

19.3

34.9

14.1

4.7
1.5

2012

24.7

2011

19.6

23.4

2010

36.6

17.4

26.0

12.4

32.3
23.6

18.9
32.9

5.3
2.2

11.4

5.7
2.6 3.5

0

100

Utilities (n=72)
2014

16.9%

2013

17.4%

36.8%

23.6

2012

19.5

2011

21.6

2010

21.5

2.9%

21.2
15.2

42.7
36.6

16.5
18.2

0

24.1%

32.4
33.2

2.7

1.9%
7.2

2.5

2.4

23.8

2.5

3.6

23.3

2.6

4.3

20.3

2.5
100

Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

36

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 1.6

CEO Compensation Mix, by Company Size (2014)
Base salary

Annual bonus

Stock awards

Stock options

Change in pension value

Perquisites and all other compensation

Annual Revenue
Under $100 million (n=191)

29.4

25.8

$1-4.9 billion (n=650)

12.6%

43.6%

17.9

20.7

26.7

$5-9.9 billion (n=178)

1.8%

27.6

(n=45)

9.0

$50 billion and over

(n=40)

10.6

15.0

38.8

20.9

11.4

$25-49.9 billion

33.0

19.8

15.3

$10-24.9 billion (n=139)

13.0

41.9

17.8

5.9

14.6

43.3

17.1

4.2 3.5

13.0

42.2

18.0

17.7

42.6

3.0

10.9

3.0

10.1

14.2

1.9

11.1

4.4
100

Asset Value

12.7

(n=25)

0.6%

25.7%

26.7%

38.4%

4.8% 3.9%

12.5

$500-999 million

3.2

0

11.6

Under $500 million

12.7%

1.5

23.8

$100-999 million (n=765)

28.9

0.6%

28.7%

0.6

(n=21)

28.6

33.5

25.7

2.6

9.0

12.6

$1-9.9 billion (n=317)

30.8

24.7

30.6

3.7

4.6

5.6

14.0

$10-24.9 billion

(n=90)

$25-49.9 billion

(n=27)

$50-99.9 billion

(n=15)

$100 billion and over

(n=31)

19.0

26.3

21.2

27.5

17.6
9.8

41.2
38.3

21.3

40.1

24.1

4.1

42.1

6.0
4.3
7.1

10.9

5.0

4.4

3.1 4.0
5.9

12.5

0

4.5
100

Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

37

 Figure 1.7

CEO Total Compensation, Median by Index (2010-2014)

USD thousands (percentage)
Including Change in CEO Pension Value

2014-2013 1-Year Change

2014

2013

2012

2011

2010

Russell 3000

$3,885

$3,470

$3,256

$3,099

$2,885

S&P 500

11,291

10,206

10,349

9,719

9,405

2014-2010 4-Year Change
$415 (11.9%)
$1,000 (34.7%)
1,084 (10.6%)

1,886 (20.0%)

Excluding Change in CEO Pension Value
2014

2013

2012

2011

2010

Russell 3000

$3,775

$3,414

$3,150

$2,997

$2,747

S&P 500

10,096

9,670

9,095

8,744

8,406

$361 (10.6%)
$1,028 (37.4%)
426 (4.4%)

1,690 (20.1%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

38

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 1.8

CEO Total Compensation, Median by Industry (2010-2014)

USD thousands (percentage)
Including Change in CEO Pension Value

2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$3,867

$4,406

$4,010

$3,726

$3,713

Consumer staples

5,709

4,819

4,811

3,875

4,179

Energy

5,212

4,289

4,032

3,821

3,840

Financials

3,236

2,989

2,573

2,523

2,223

Healthcare

3,638

2,729

2,671

2,188

2,096

Industrials

3,806

3,396

3,312

3,226

2,828

410 (12.1%)
978 (34.6%)

Information
technology

3,793

3,378

3,012

3,094

2,880

415 (12.3%)
913 (31.7%)

Materials

5,273

4,664

4,872

4,123

3,860

Telecommunications
services

3,339

2,326

3,047

3,191

3,749

Utilities

5,118

4,137

5,154

4,369

3,748

Consumer
discretionary

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

-$539 (-12.2%)
$154 (4.1%)
890 (18.5%)
1,530 (36.6%)
923 (21.5%)
1,372 (35.7%)
247 (8.3%)
1,013 (45.6%)
909 (33.3%)
1,542 (73.6%)

609 (13.1%)
1,413 (36.6%)
1,013 (43.6%)
-410 (-10.9%)
981 (23.7%)
1,370 (36.6%)
(continued on next page)

Research Report  CEO and Executive Compensation Practices  2015 edition

39

 Figure 1.8

CEO Total Compensation, Median by Industry (2010-2014)

continued...

USD thousands (percentage)
Excluding Change in CEO Pension Value

2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$3,816

$4,283

$3,923

$3,621

$3,623

Consumer staples

5,649

4,695

4,402

3,595

4,139

Energy

5,050

4,174

3,939

3,790

3,529

Financials

3,112

2,907

2,455

2,318

2,075

Healthcare

3,633

2,734

2,641

2,137

2,080

Industrials

3,754

3,335

3,225

3,071

2,761

419 (12.6%)
993 (36.0%)

Information
technology

3,776

3,378

2,984

3,076

2,858

398 (11.8%)
918 (32.1%)

Materials

4,842

4,495

4,586

3,948

3,178

Telecommunications
services

3,339

2,326

3,047

3,191

3,749

Utilities

3,863

3,709

3,911

3,324

3,431

Consumer
discretionary

-$467 (-10.9%)
$193 (5.3%)
954 (20.3%)
1,510 (36.5%)
876 (21.0%)
1,521 (43.1%)
205 (7.1%)
1,037 (50.0%)
899 (32.9%)
1,553 (74.7%)

347 (7.7%)
1,664 (52.4%)
1,013 (43.6%)
-410 (-10.9%)
154 (4.2%)
432 (12.6%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

40

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 1.9

CEO Total Compensation, Median by Company Size (2010-2014)

USD thousands (percentage)
Including Change in CEO Pension Value

2014-2013 1-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$2,189

$1,661

$1,350

$1,126

$928

$100-999 million

2,421

2,130

1,889

1,792

1,763

$1-4.9 billion

5,304

4,779

4,709

4,500

4,144

$5-9.9 billion

8,614

7,677

7,995

7,782

7,508

$10-24.9 billion

11,911

10,601

11,374

10,740

10,382

$25-49.9 billion

16,488

14,786

14,784

12,886

14,797

$50 billion and over 17,719

14,123

14,811

16,519

14,702

2014

2013

2012

2011

2010

Under $500 million $2,732

$2,895

$1,976

$2,435

$2,393

ASSET VALUE

$500-999 million

2,013

1,902

1,594

1,585

1,506

$1-9.9 billion

2,297

1,914

1,790

1,681

1,415

$10-24.9 billion

5,197

4,645

3,928

3,815

3,455

$25-49.9 billion

5,781

6,363

4,910

4,729

5,338

$50-99.9 billion

8,672

6,634

9,901

9,819

6,906

$100 billion and
over

15,164

13,797

11,803

12,842

12,760

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

2014-2010 4-Year Change
$528 (31.8%)
$1,261 (135.9%)
291 (13.7%)
658 (37.3%)
525 (11.0%)
1,160 (28.0%)
937 (12.2%)
1,106 (14.7%)
1,310 (12.4%)
1,529 (14.7%)
1,702 (11.5%)
1,691 (11.4%)
3,596 (25.5%)
3,017 (20.5%)

-$163 (-5.6%)
$339 (14.2%)
111 (5.8%)
507 (33.7%)
383 (20.0%)
882 (62.3%)
552 (11.9%)
1,742 (50.4%)
-582 (-9.1%)
443 (8.3%)
2,038 (30.7%)
1,766 (25.6%)
1,367 (9.9%)
2,404 (18.8%)

(continued on next page)

Research Report  CEO and Executive Compensation Practices  2015 edition

41

 Figure 1.9

CEO Total Compensation, Median by Company Size (2010-2014)

continued...

USD thousands (percentage)
Excluding Change in CEO Pension Value

2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$2,189

$1,661

$1,350

$1,126

$928

$100-999 million

2,371

2,111

1,850

1,717

1,719

$1-4.9 billion

4,979

4,628

4,300

4,115

3,863

351 (7.6%)
1,116 (28.9%)

$5-9.9 billion

7,959

7,502

7,319

6,951

6,830

457 (6.1%)
1,129 (16.5%)

$10-24.9 billion

10,726

10,233

9,233

9,649

9,077

$25-49.9 billion

14,678

14,376

12,730

11,856

12,291

$50 billion and over 15,334

13,123

13,862

14,778

13,768

2014

2013

2012

2011

2010

Under $500 million $2,732

$2,895

$1,675

$2,113

$2,393

ASSET VALUE

$500-999 million

2,013

1,902

1,587

1,585

1,506

$1-9.9 billion

2,152

1,914

1,675

1,552

1,357

$10-24.9 billion

5,020

4,664

3,930

3,416

3,112

$25-49.9 billion

5,781

5,711

4,216

4,601

4,320

$50-99.9 billion

7,120

6,527

7,290

8,363

5,105

$100 billion and
over

11,923

13,526

10,775

10,643

10,506

$528 (31.8%)
$1,261 (135.9%)
260 (12.3%)
652 (37.9%)

493 (4.8%)
1,649 (18.2%)
302 (2.1%)
2,387 (19.4%)
2,211 (16.8%)
1,566 (11.4%)

-$163 (-5.6%)
$339 (14.2%)
111 (5.8%)
507 (33.7%)
238 (12.4%)
795 (58.6%)
356 (7.6%)
1,908 (61.3%)
70 (1.2%)
1,461 (33.8%)
593 (9.1%)
2,015 (39.5%)
-1,603 (-11.9%)
1,417 (13.5%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

42

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 CEO Base Salary, Median by Index (2010-2014)

Figure 1.10

USD thousands (percentage)
2014-2013 1-Year Change
2014

2013

2012

2011

2010

2014-2010 4-Year Change

Russell 3000

$725

$700

$692

$668

$647

$25 (3.6%)
$78 (12.1%)

S&P 500

1,096

1,069

1,025

1,000

1,000

28 (2.6%)

96 (9.6%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 1.11

CEO Base Salary, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014

2013

2012

2011

2010

$894

$850

$852

$846

$850

Consumer staples

985

920

900

900

848

Energy

750

715

675

628

608

Financials

700

686

650

601

600

Healthcare

602

575

559

550

538

Industrials

755

750

715

687

675

Information
technology

600

595

570

560

535

Materials

917

896

854

825

825

Telecommunications
services

658

650

666

641

660

Utilities

816

798

784

758

778

Consumer
discretionary

2014-2010 4-Year Change
$44 (5.2%)
$44 (5.2%)
65 (7.1%)
137 (16.2%)
35 (4.9%)
142 (23.4%)
14 (2.0%)
100 (16.7%)
27 (4.7%)
64 (11.9%)
5 (0.7%)
80 (11.9%)
5 (0.8%)
65 (12.1%)
21 (2.3%)
92 (11.2%)
8 (1.2%)
-2 (-0.3%)
18 (2.3%)
38 (4.9%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

43

 Figure 1.12

CEO Base Salary, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
ANNUAL REVENUE

2014

2013

2012

2011

2010

2014-2010 4-Year Change

Under $100 million

$490

$450

$435

$418

$400

$40 (8.9%)
$90 (22.5%)

$100-999 million

572

550

530

500

500

22 (4%)
72 (14.4%)

$1-4.9 billion

850

832

803

776

750

18 (2.2%)
100 (13.3%)

$5-9.9 billion

1,005

1,000

1,000

991

972

$10-24.9 billion

1,200

1,200

1,150

1,128

1,130

$25-49.9 billion

1,267

1,352

1,189

1,320

1,210

$50 billion and over

1,425

1,457

1,308

1,300

1,368

ASSET VALUE

2014

2013

2012

2011

2010

Under $500 million

$475

$500

$450

$412

$425

$500-999 million

519

492

450

425

416

$1-9.9 billion

618

565

539

524

500

$10-24.9 billion

891

888

838

821

802

$25-49.9 billion

1,000

1,000

971

890

856

$50-99.9 billion

1,000

1,000

1,075

1,100

1,157

$100 billion and over

1,000

1,012

1,000

988

1,000

5 (0.5%)
33 (3.4%)
0 (0%)
70 (6.2%)
-85 (-6.3%)

57 (4.7%)

-32 (-2.2%)

-$25 (-5%)

57 (4.2%)

$50 (11.8%)
27 (5.5%)
103 (24.8%)
53 (9.4%)
118 (23.6%)
3 (1.3%)

89 (11.1%)

0 (0%)
144 (16.8%)
0 (0%)
-157 (-13.6%)
-12 (-1.2%)
0 (0%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

44

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 1.13

CEO Annual Bonus, Median by Index (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014

2013

2012

2011

2010

Russell 3000

$691

$618

$585

$600

$599

S&P 500

1,878

1,845

1,723

1,814

1,949

2014-2010 4-Year Change
$73 (11.8%)
$92 (15.3%)

-71 (-3.6%)

34 (1.8%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 1.14

CEO Annual Bonus, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$877

$860

$863

$750

$990

Consumer staples

813

1,035

857

750

1,104

Energy

926

742

758

776

825

184 (24.8%)
101 (12.2%)

Financials

823

735

600

500

422

88 (12%)
401 (95%)

Healthcare

433

372

330

347

326

61 (16.4%)
107 (32.8%)

Industrials

746

661

649

680

581

85 (12.9%)
165 (28.4%)

Information
technology

510

423

380

502

615

Materials

867

746

787

724

859

Telecommunications
services

486

608

522

558

537

Utilities

890

987

846

731

694

Consumer
discretionary

$17 (2%)
-$113 (-11.4%)
-222 (-21.4%)
-291 (-26.4%)

87 (20.6%)
-105 (-17.1%)
121 (16.2%)
8 (0.9%)
-122 (-20.1%)
-51 (-9.5%)
-97 (-9.8%)

196 (28.2%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

45

 Figure 1.15

CEO Annual Bonus, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$253

$244

$200

$160

$126

$100-999 million

415

375

324

340

335

40 (10.7%)
80 (23.9%)

$1-4.9 billion

970

850

849

850

934

120 (14.1%)
36 (3.9%)

$5-9.9 billion

1,503

1,423

1,250

1,512

1,536

$10-24.9 billion

2,031

1,874

1,654

1,951

2,242

$25-49.9 billion

2,826

2,515

2,500

2,852

2,425

$50 billion and over

3,440

2,782

2,840

2,475

2,956

ASSET VALUE

2014

2013

2012

2011

2010

Under $500 million

$525

$599

$450

$353

$353

$500-999 million

568

391

348

200

220

$1-9.9 billion

500

446

342

300

266

54 (12.1%)
234 (88.0%)

$10-24.9 billion

1,186

1,153

1,046

817

825

33 (2.9%)
361 (43.8%)

$25-49.9 billion

1,531

1,363

978

1,238

1,266

$50-99.9 billion

1,500

1,950

2,031

2,000

1,851

$100 billion and over

3,497

3,613

2,463

2,430

2,000

$9 (3.7%)
$127 (100.8%)

80 (5.6%)
-33 (-2.1%)
157 (8.4%)
-211 (-9.4%)
311 (12.4%)
401 (16.5%)
658 (23.7%)
484 (16.4%)

-$74 (-12.4%)
$172 (48.7%)
177 (45.3%)
348 (158.2%)

168 (12.3%)
265 (20.9%)
-450 (-23.1%)
-351 (-19.0%)
-116 (-3.2%)
1,497 (74.9%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

46

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 1.16

CEO Stock Awards, Median by Index (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change

Russell 3000
S&P 500

2014

2013

2012

2011

2010

2014-2010 4-Year Change

$1,318

$1,054

$926

$718

$569

$264 (21.5%)
$749 (131.5%)

4,652

4,403

3,909

3,517

3,000

248 (5.6%)

1,652 (55.1%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 1.17

CEO Stock Awards, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014

2013

2012

2011

2010

2014-2010 4-Year Change

$1,242

$1,144

$952

$608

$575

$98 (8.6%)

Consumer staples

1,826

1,428

1,329

750

1,063

Energy

3,085

2,175

1,803

1,564

1,065

Financials

1,052

875

665

519

419

Healthcare

723

332

455

262

128

391 (117.8%)
595 (464.8%)

Industrials

1,250

1,050

877

778

584

200 (19%)
666 (114%)

Information
technology

1,512

1,219

924

717

666

Materials

1,954

1,800

1,812

1,370

948

Telecommunications
services

1,701

949

1,161

956

1,300

Utilities

1,895

1,780

1,726

1,452

1,243

Consumer
discretionary

$667 (116%)
398 (27.9%)
763 (71.8%)
910 (41.8%)
2,020 (189.7%)
177 (20.2%)
633 (151.1%)

293 (24%)
846 (127%)
154 (8.6%)
1,006 (106.1%)
752 (79.2%)
401 (30.8%)
115 (6.5%)
652 (52.5%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

47

 Figure 1.18

CEO Stock Awards, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$0

$0

$0

$0

$0

720

517

418

285

226

$1-4.9 billion

1,966

1,710

1,463

1,227

1,000

$5-9.9 billion

3,366

3,041

3,062

2,475

2,051

$10-24.9 billion

5,250

4,838

4,179

4,188

3,850

$25-49.9 billion

6,489

6,440

5,597

4,650

3,618

$50 billion and over

6,138

6,612

6,663

5,737

4,405

ASSET VALUE

2014

2013

2012

2011

2010

Under $500 million

$744

$1,397

$251

$369

$431

$500-999 million

418

378

403

164

136

40 (10.6%)
282 (207.4%)

$1-9.9 billion

557

456

308

250

202

101 (22.1%)
355 (175.7%)

$10-24.9 billion

1,725

1,420

1,257

1,160

1,058

$25-49.9 billion

2,500

2,250

1,500

1,365

1,729

$50-99.9 billion

3,600

3,600

2,724

2,331

1,234

$100 billion and over

5,625

5,147

4,353

3,680

3,933

$100-999 million

0 (0%)
0 (0%)
$203 (39.3%)
$494 (218.6%)
256 (15%)
966 (96.6%)
325 (10.7%)
1,315 (64.1%)
412 (8.5%)
1,400 (36.4%)
49 (0.8%)

-474 (-7.2%)

2,871 (79.4%)

1,733 (39.3%)

-$653 (-46.7%)
$313 (72.6%)

305 (21.5%)
667 (63%)
250 (11.1%)
771 (44.6%)
0 (0%)
2,366 (191.7%)
478 (9.3%)
1,692 (43%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

48

Research Report  CEO and Executive Compensation Practices  2015 edition

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 Figure 1.19

CEO Stock Options Awards, Median by Index (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change

Russell 3000
S&P 500

2014

2013

2012

2011

2010

$0

$0

$0

$90

$133

1,174

1,311

1,311

1,598

1,460

2014-2010 4-Year Change
-$133 (-100%)

0 (0%)

-$137 (-10.4%)
-286 (-19.6%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 1.20

CEO Stock Options Awards, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$0

$143

$176

$201

$338

Consumer staples

0

0

0

0

321

Energy

0

0

0

0

0

0 (0%)
0 (0%)

Financials

0

0

0

0

0

0 (0%)
0 (0%)

Healthcare

1,078

878

616

492

416

Industrials

0

59

144

195

239

Information
technology

194

297

181

327

482

Materials

410

391

392

452

446

Telecommunications
services

0

0

0

82

0

0 (0%)
0 (0%)

Utilities

0

0

0

0

0

0 (0%)
0 (0%)

Consumer
discretionary

-$143 (-100%)
-$338 (-100%)
0 (0%)
-321 (-100%)

200 (22.8%)
662 (159.1%)
-59 (-100%)
-239 (-100%)
-103 (-34.7%)
-288 (-59.8%)
19 (4.9%)
-36 (-8.1%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

49

 Figure 1.21

CEO Stock Options Awards, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$1,008

$506

$410

$296

$173

$100-999 million

0

16

0

65

138

$1-4.9 billion

0

380

329

417

415

-380 (-100%)
-415 (-100%)

$5-9.9 billion

0

387

373

813

949

-387 (-100%)
-949 (-100%)

$10-24.9 billion

1,601

1,542

1,465

1,780

1,706

$25-49.9 billion

2,212

2,000

2,796

2,266

1,900

$50 billion and over

2,212

1,493

1,641

2,250

2,625

ASSET VALUE

2014

2013

2012

2011

2010

$0

$0

$0

$0

$0

0 (0%)
0 (0%)

$500-999 million

0

0

0

0

0

0 (0%)
0 (0%)

$1-9.9 billion

0

0

0

0

0

0 (0%)
0 (0%)

$10-24.9 billion

0

0

0

0

0

0 (0%)
0 (0%)

$25-49.9 billion

0

0

0

0

0

0 (0%)
0 (0%)

$50-99.9 billion

0

0

438

1,104

0

0 (0%)
0 (0%)

$100 billion and over

0

1,011

1,474

2,093

919

Under $500 million

$502 (99.2%)
$835 (482.7%)
-16 (-100%)
-138 (-100%)

59 (3.8%)
-105 (-6.2%)
212 (10.6%)
312 (16.4%)
719 (48.2%)
-413 (-15.7%)

-$1,011 (-100%)
-$919 (-100%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

50

Research Report  CEO and Executive Compensation Practices  2015 edition

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 Figure 1.22

Change in CEO Pension Value, Mean/Median by Index (2010-2014)

USD thousands (percentage)
2014
Mean

2013

Median

Mean

2012

Median

Mean

2011

Median

Mean

2010

Median

Mean

Median

Russell 3000

$360

$0

$136

$0

$391

$0

$373

$0

$357

$0

S&P 500

1,294

37

467

0

1,298

56

1,124

50

1,041

99

2014-2013 1-Year Change

2014-2010 4-Year Change
Mean
Median

Mean
Median
Russell 3000

S&P 500

$4 (1%)
0

$224 (164%)
0

253 (24%)

827 (177%)
$37

-$62 (-62%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

51

 Figure 1.23

Change in CEO Pension Value, Mean/Median by Industry (2010-2014)

USD thousands (percentage)
2014
Mean

Consumer discretionary

2013

Median

Mean

2012

Median

Mean

2011

Median

Mean

2010

Median

Mean

Median

$244

$0

$110

$0

$325

$0

$342

$0

$252

$0

Consumer staples

753

0

395

0

820

0

699

1

843

8

Energy

512

0

204

0

494

0

425

0

379

0

Financials

326

0

96

0

309

0

291

0

228

0

Healthcare

157

0

105

0

235

0

252

0

387

0

Industrials

526

0

201

0

590

0

533

0

398

0

57

0

17

0

64

0

117

0

135

0

Materials

737

9

166

0

650

$13

611

$52

775

54

Telecommunications services

151

0

101

0

142

0

234

0

441

0

1,639

1,003

488

98

1,535

896

1,212

937

1,022

603

Information technology

Utilities

2014-2013 1-Year Change

2014-2010 4-Year Change

Mean
Median

Consumer discretionary

Consumer staples

Energy

Financials

Healthcare
Industrials

Information technology

Materials
Telecommunications services

Mean
Median
-$8 (-3%)

$134 (122%)
0

0
-90 (-11%)
-$8 (-100%)

358 (91%)
0

133 (35%)

308 (151%)
0

0
98 (43%)

230 (240%)
0

0
-230 (-59%)

52 (50%)
0

0
325 (162%)

128 (32%)

0

0
40 (235%)

-78 (-58%)

0

0
571 (344%)

$9
50 (50%)

-290 (-66%)

0

Utilities

-38 (-5%)
-45 (-83%)

0
1,151 (236%)
905 (923%)

617 (60%)
400 (66%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

52

Research Report  CEO and Executive Compensation Practices  2015 edition

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 Figure 1.23-bis

Change in CEO Pension Value, Mean/Median by Industry — S&P 500 (2010-2014)

USD thousands (percentage)
2014
Mean

2013
Median

Mean

2012

Median

Mean

2011

Median

Mean

2010
Median

Mean

Median

Consumer discretionary

$878

$0

$336

$0

$903

$0

$840

$0

$580

$0

Consumer staples

2,027

1,581

1,089

542

1,977

1,501

1,581

1,119

1,995

1,344

Energy

2,067

259

783

40

1,884

544

1,605

382

1,257

214

Financials

1,260

3

224

0

1,065

33

846

5

638

5

Healthcare

843

0

632

0

1,111

0

1,176

0

1,553

49

Industrials

1,915

318

721

0

2,169

897

1,793

1,355

1,289

608

184

0

10

0

119

0

358

0

348

0

1,691

617

312

8

1,610

893

1,341

663

1,738

841

805

76

543

0

419

213

768

127

1,605

265

2,224

2,222

698

313

2,342

2,064

1,614

1,444

1,527

1,453

Information technology
Materials
Telecommunications services
Utilities

2014-2013 1-Year Change

2014-2010 4-Year Change

Mean
Median

Consumer discretionary

0

45 (21%)
622 (97.4%)

1,036 (463.6%)
3

-2 (-40%)
-710 (-45.7%)
-49 (-100%)

211 (33.5%)
0
1,194 (165.5%)

625 (48.5%)
-290 (-47.7%)

318
173 (1701%)

-164 (-47.2%)

0

0
1,379 (441.3%)

Materials
Telecommunications services

810 (64.5%)

1,284 (164.1%)
219 (547.5%)

Industrials

Information technology

33 (1.6%)
$237 (17.6%)

938 (86.1%)
$1,039 (191.7%)

Energy

Healthcare

$297 (51.2%)

$542 (161.2%)
0

Consumer staples

Financials

Mean
Median

609 (7,612.5%)
263 (48.3%)

-799 (-49.8%)
-189 (-71.3%)

76

Utilities

-47 (-2.7%)
-224 (-26.6%)

1,525 (218.4%)
1,909 (609.9%)

696 (45.6%)
769 (52.9%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

53

 Figure 1.24

Change in CEO Pension Value, Mean/Median by Company Size (2010-2014)

USD thousands (percentage)
2014
ANNUAL REVENUE

Mean

2013
Median

Mean

2012

Median

Mean

2011

Median

Mean

2010
Median

Mean

Median

Under $100 million

$6

$0

$1

$0

$14

$0

$8

$0

$11

$0

$100-999 million

44

0

12

0

45

0

52

0

52

0

$1-4.9 billion

281

0

115

0

347

0

329

0

330

0

$5-9.9 billion

564

0

244

0

598

0

622

6

616

0

$10-24.9 billion

1,530

228

457

0

1,564

373

1,399

635

1,314

700

$25-49.9 billion

2,156

974

754

0

2,403

900

1,810

790

1,710

324

$50 billion and over

2,651

937

1,515

4

2,336

688

2,485

674

2,468

415

2014-2013 1-Year Change

2014-2010 4-Year Change

Mean
Median

Mean
Median

Under $100 million

$5 (500%)
0

-$5 (-45%)

$100-999 million

32 (267%)
0

-8 (-15%)

$1-4.9 billion

$5-9.9 billion

$10-24.9 billion
$25-49.9 billion

$50 billion and over

0

0
-49 (-15%)

166 (144%)
0

0
-52 (-8%)

320 (131%)
0

0

-$472 (-67%)
1,402 (186%)
974
1,136 (75%)
933 (23,325%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

54

216 (16%)

1,073 (235%)
$228

Research Report  CEO and Executive Compensation Practices  2015 edition

446 (26%)
650 (201%)
183 (7%)
522 (126%)
(continued on next page)

www.conferenceboard.org

 Figure 1.24

Change in CEO Pension Value, Mean/Median by Company Size (2010-2014)

continued...

USD thousands (percentage)
2014
ASSET VALUE

Mean

Under $500 million

2013
Median

Mean

2012

Median

Mean

2011

Median

Mean

2010
Median

Mean

Median

$22

$0

$24

$0

$49

$0

$53

$0

$41

$0

5

0

6

0

6

0

6

0

16

0

$1-9.9 billion

143

0

28

0

122

0

134

0

111

0

$10-24.9 billion

289

0

206

0

402

0

416

0

306

0

$25-49.9 billion

288

0

206

0

328

0

310

0

289

0

$50-99.9 billion

1,062

71

71

0

1,026

84

924

48

965

24

$100 billion and over

2,332

651

491

2

1,852

551

1,416

576

934

213

$500-999 million

2014-2013 1-Year Change

2014-2010 4-Year Change

Mean
Median
Under $500 million

-$2 (-8%)

$500-999 million

-1 (-17%)

$1-9.9 billion

$10-24.9 billion

$25-49.9 billion
$50-99.9 billion

$100 billion and over

Mean
Median
-$19 (-46%)
0

0
-11 (-69%)
0

0

0

0

0
32 (29%)
0

115 (411%)

83 (40%)

-17 (-6%)

82 (40%)

-1 (0%)

0

0
97 (10%)
$47 (196%)

991 (1,396%)

$71

1,841 (375%)
649 (32,450%)

1,398 (150%)
438 (206%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

55

 Figure 1.25

CEO Perquisites and All Other Compensation, Median by Index (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

Russell 3000

$43

$42

$42

$43

$42

$1 (3.6%)
$1 (3.1%)

S&P 500

162

153

153

148

142

9 (6.1%)
19 (13.6%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 1.25-bis  CEO

Perquisites and All Other Compensation—S&P 500 Breakdown (2006, 2013, and 2014)*
Prevalence
(Percentage)

Median
(USD thousands)

75th Percentile
(USD thousands)

2014
(n=183)

2013
(n=183)

2006
(n=150)

2014
(n=183)

2013
(n=183)

2006
(n=150)

2014
(n=183)

2013
(n=183)

2006
(n=150)

79%

82%

89%

$116

$93

$109

$253

$213

$265

—

—

—

76

67

97

191

175

227

Aircraft

49%

51%

67%

119

99

122

200

194

192

Perquisites & Enhanced Benefits
Perquisites & Enhanced Benefits
(including zeroes)
Financial/Tax/Legal Assistance

38%

37%

50%

13

15

14

20

28

21

Auto Allowance/Car Service

23%

21%

51%

19

17

24

32

29

33

Home/Personal Security

17%

16%

35%

37

30

33

195

181

64

1%

1%

47%

0

5

20

0

5

60

Tax Gross-Ups or Reimbursement
Club Membership

4%

3%

16%

6

3

7

15

10

22

46%

44%

47%

14

15

12

36

47

40

Supplemental Health

4%

2%

23%

8

6

12

42

12

43

Physical Exam

5%

5%

21%

3

4

2

6

7

3

89%

84%

86%

42

25

59

136

129

130

Other Perquisites & Benefits**

62%

69%

N/A

40

52

N/A

141

152

N/A

Total Perquisites and All Other
Compensation

100%

100%

N/A

198

170

N/A

530

494

N/A

Life/Disability/Liability Insurance

Pension Contribution
Defined Contribution Match and
Company Credits/Above Market
Interest

*  Data on 2013 and 2014 are based on a random sample of 183 S&P 500 companies with annual revenue greater than $10B. Data on 2006 are based on the
top 150 S&P 500 companies by revenue.
**  Includes post employment (salary continuation, severance), travel (hotel, personal escort, season tickets, ships/boats), general service programs, deferred
compensation, and other miscellaneous expenses.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

56

Research Report  CEO and Executive Compensation Practices  2015 edition

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 Figure 1.26

CEO Perquisites and All Other Compensation, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$61

$52

$57

$62

$58

Consumer staples

95

90

86

81

92

5 (5.6%)
3 (3.3%)

Energy

52

39

44

42

38

13 (33.3%)
14 (36.8%)

Financials

56

54

50

49

48

2 (3.7%)
8 (16.7%)

Healthcare

16

17

17

17

19

Industrials

55

53

55

49

50

Information
technology

15

19

16

14

17

Materials

92

126

123

115

81

Telecommunications
services

27

40

27

21

43

Utilities

67

64

67

62

65

Consumer
discretionary

$9 (17.3%)
$3 (5.2%)

-1 (-5.9%)
-3 (-15.8%)
2 (3.8%)
5 (10%)
-4 (-21.1%)
-2 (-11.8%)
-34 (-27%)
11 (13.6%)
-13 (-32.5%)
-16 (-37.2%)
3 (4.7%)
2 (3.1%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

57

 Figure 1.27

CEO Perquisites and All Other Compensation, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$9

$9

$8

$9

$10

$100-999 million

21

23

21

22

21

$1-4.9 billion

62

56

63

55

50

$5-9.9 billion

117

122

118

116

107

$10-24.9 billion

183

173

180

175

170

10 (5.8%)
13 (7.6%)

$25-49.9 billion

251

238

302

303

188

13 (5.5%)
63 (33.5%)

$50 billion and over

294

273

272

264

254

2014

2013

2012

2011

2010

$18

$19

$22

$28

$33

$500-999 million

54

48

40

49

38

6 (12.5%)
16 (42.1%)

$1-9.9 billion

45

40

38

37

36

5 (12.5%)
9 (25%)

$10-24.9 billion

100

106

109

99

89

$25-49.9 billion

81

86

117

93

75

$50-99.9 billion

220

168

189

171

97

$100 billion and over

193

161

138

130

142

ASSET VALUE

Under $500 million

-$1 (-10%)
-2 (-8.7%)

$0 (0%)

0 (0%)
6 (10.7%)
12 (24%)

-5 (-4.1%)
10 (9.3%)

21 (7.7%)
40 (15.7%)

-$1 (-5.3%)
-$15 (-45.5%)

-6 (-5.7%)
11 (12.4%)
-5 (-5.8%)
6 (8%)
52 (31%)
123 (126.8%)
32 (19.9%)
51 (35.9%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

58

Research Report  CEO and Executive Compensation Practices  2015 edition

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 . PARTII .  I .
NEO a .

   

(1c 

 

Figure 2.1

NEO Compensation Elements, by Index
USD thousands (n=companies, incumbents)

Russell 3000
(n=2543,
10158)

S&P 500
(n=477,
2056)

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation
Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

10th
Percentile
$250
0
0
0
0

25th
Percentile
$310
92
100
0
0

Mean
$448
425
913
305
123

Median
$400
239
400
0
0

75th
Percentile
$525
500
997
277
0

90th
Percentile
$700
932
2,076
745
297

3

10

126

27

72

202

516

836

2,340

1,460

2,652

4,712

$400
167
299
0
0

$490
389
673
0
0

$658
934
2,169
613
413

$600
637
1,277
248
0

$750
1,050
2,431
686
421

$941
1,804
4,341
1,321
1,322

10

25

238

67

147

357

1,679

2,404

5,025

3,631

5,642

9,232

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

60

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 2.2

NEO Compensation Elements, by Industry

continued...

USD thousands (n=companies, incumbents)

Consumer
discretionary
(n=384, 1528)

Consumer
staples
(n=106, 440)

Energy
(n=161, 672)

Financials
(n=529, 2081)

Healthcare
(n=344, 1329)

10th
Percentile

25th
Percentile

Mean

Median

75th
Percentile

90th
Percentile

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$280
0
0
0
0

$350
78
76
0
0

$539
507
797
365
79

$460
245
345
0
0

$629
547
900
300
0

$850
1,005
2,001
743
143

4

11

148

31

90

269

551

842

2,437

1,481

2,824

5,011

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$250
0
0
0
0

$347
92
69
0
0

$515
443
878
297
217

$480
250
407
3
0

$641
618
1,080
390
140

$847
975
2,325
877
834

8

20

177

48

118

285

479

752

2,527

1,733

3,355

5,399

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$275
0
0
0
0

$330
159
307
0
0

$445
458
1,219
222
149

$400
317
845
0
0

$500
582
1,663
168
0

$679
1,000
2,657
624
233

10

17

163

35

95

252

666

1,104

2,656

1,875

3,292

5,304

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$224
0
0
0
0

$288
97
83
0
0

$423
568
830
88
91

$385
299
316
0
0

$500
650
850
23
4

$675
1,285
1,892
237
235

6

14

118

28

65

196

409

661

2,119

1,294

2,426

4,423

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$272
0
0
0
0

$323
82
0
0
0

$430
295
695
709
59

$390
168
250
321
0

$493
352
825
833
0

$651
722
1,796
1,678
11

0

6

107

14

43

157

592

901

2,295

1,450

2,664

4,618
(continued on next page)

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Research Report  CEO and Executive Compensation Practices  2015 edition

61

 Figure 2.2

NEO Compensation Elements, by Industry

continued...

USD thousands (n=companies, incumbents)

Industrials
(n=367, 1494)

Information
technology
(n=425, 1689)

Materials
(n=128, 546)

Telecommunication
services
(n=27, 111)

Utilities
(n=72, 309)

10th
Percentile

25th
Percentile

Mean

Median

75th
Percentile

90th
Percentile

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$247
0
0
0
0

$308
103
134
0
0

$434
368
700
250
225

$395
247
366
0
0

$500
457
788
228
48

$654
805
1,526
500
597

7

15

126

34

80

184

511

776

2,103

1,325

2,229

4,228

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$250
0
0
0
0

$300
53
155
0
0

$399
307
1,412
364
21

$353
190
500
7
0

$459
387
1,245
310
0

$600
701
2,659
800
0

0

5

91

13

37

129

530

858

2,594

1,483

2,517

4,701

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$265
0
0
0
0

$336
99
180
0
0

$452
387
721
201
227

$423
268
465
77
0

$525
500
959
274
203

$650
883
1,612
565
723

13

25

157

47

96

229

556

943

2,146

1,667

2,696

3,946

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$235
0
46
0
0

$260
114
190
0
0

$415
378
1,095
200
163

$350
198
504
0
0

$500
515
1,273
150
0

$725
1,033
3,625
647
100

2

8

76

19

55

189

517

733

2,327

1,357

2,541

6,344

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other
compensation
Total compensation

$275
46
102
0
0

$324
140
235
0
69

$446
382
718
48
466

$400
304
466
0
289

$567
533
943
0
617

$668
800
1,545
174
1,068

12

22

86

47

82

129

730

1,092

2,146

1,691

2,735

4,398

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

62

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 2.3a NEO

Compensation Elements, by Company Size (Annual Revenue)

USD thousands (n=companies, incumbents)
ANNUAL REVENUE
10th Percentile 25th Percentile

Mean

Median

75th Percentile 90th Percentile

Under $100 million (n=191, 619)

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$210
0
0
0
0
0
369

$273
31
0
30
0
1
604

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$237
0
0
0
0
0
452

$277
39
48
0
0
7
632

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$303
0
0
0
0
6
750

$362
135
228
0
0
14
1,127

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$369
33
0
0
0
9
1,229

$443
228
463
0
0
22
1,786

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$443
170
350
0
0
13
1,923

$529
411
799
0
0
32
2,705

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$525
331
268
0
0
18
2,534

$628
600
822
0
0
44
3,501

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$550
290
809
0
0
20
3,558

$662
718
1,711
0
0
59
4,630

$330
113
169
776
5
55
1,448

$330
101
0
398
0
8
1,031

$384
155
149
941
0
18
1,643

$434
233
470
1,754
0
66
2,868

$390
246
530
185
0
36
1,466

$471
390
1,165
491
0
90
2,387

$520
481
968
280
14
82
2,467

$645
724
1,743
577
288
216
3,846

$640
722
1,436
402
115
125
3,572

$767
1,137
2,461
970
609
345
5,235

$750
1,000
2,300
676
706
142
5,490

$902
1,378
3,800
1,141
1,688
330
8,259

$900
1,361
2,726
1,045
863
204
7,287

$1,042
2,145
3,926
1,795
1,615
541
10,975

$954
1,664
5,091
1,314
1,476
206
10,601

$1,190
3,003
8,707
2,477
2,934
529
17,034

$100-999 million (n=765, 2990)

$347
182
490
212
18
65
1,314

$325
137
215
0
0
16
930

$1-4.9 billion (n=651, 2752)

$462
371
845
280
91
139
2,189

$430
295
508
0
0
34
1,678

$5-9.9 billion (n=178, 764)

$567
627
1,188
362
175
190
3,109

$530
456
846
0
0
50
2,508

$10-24.9 billion (n=142, 616)

$677
851
1,914
598
537
277
4,853

$640
668
1,325
333
28
71
3,844

$25-49.9 billion (n=45, 198)

$821
1,150
2,520
1,182
551
245
6,468

$759
884
1,597
464
101
92
4,781

$50 billion and over (n=42, 180)

$866
1,417
5,950
928
1,040
281
10,483

$808
1,130
3,009
555
181
108
6,977

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

63

 Figure 2.3b NEO

Compensation Elements, by Company Size (Asset Value)

USD thousands (n=companies, incumbents)
ASSET VALUE
10th Percentile 25th Percentile

Mean

Median

75th Percentile 90th Percentile

Under $500 million (n=25, 78)

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$175
0
0
0
0
2
397

$227
54
0
0
0
8
630

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$192
0
0
0
0
0
331

$237
28
0
0
0
10
504

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$207
0
0
0
0
4
360

$263
69
51
0
0
12
525

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$324
94
50
0
0
10
921

$385
238
250
0
0
20
1,223

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$385
250
156
0
0
9
995

$455
350
282
0
0
15
1,406

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$504
381
0
0
0
18
1,533

$550
490
517
0
0
24
2,175

Base salary
Annual bonus
Stock awards
Stock options
Change in pension value
Perquisites and all other compensation
Total compensation

$500
456
658
0
0
10
2,635

$560
823
1,115
0
0
24
3,684

$326
390
455
185
6
60
1,422

$300
202
297
0
0
17
1,230

$385
594
760
0
0
30
1,938

$501
1,184
1,211
353
3
142
2,731

$370
350
266
0
0
52
1,275

$489
869
570
44
0
273
2,637

$419
400
575
0
0
51
1,599

$523
767
1,066
127
119
134
2,744

$570
850
1,284
76
28
87
3,008

$707
1,479
2,351
227
407
230
4,613

$663
996
1,475
157
0
74
3,749

$750
1,380
2,750
334
260
232
5,426

$800
1,470
1,845
165
228
178
4,983

$975
2,159
2,215
466
1,546
411
6,728

$909
2,825
4,700
625
583
194
9,518

$1,218
4,545
7,531
1,046
1,384
375
14,916

$500-999 million (n=22, 85)

$331
321
276
54
2
186
1,169

$300
138
121
0
0
23
709

$1-9.9 billion (n=317, 1237)

$354
349
457
40
40
84
1,325

$340
179
193
0
0
25
938

$10-24.9 billion (n=90, 373)

$488
729
1,318
90
103
123
2,851

$462
437
538
0
0
44
1,900

$25-49.9 billion (n=27, 111)

$560
835
1,057
104
105
172
2,832

$505
720
550
0
0
26
2,098

$50-99.9 billion (n=15, 65)

$693
1,110
1,211
145
380
370
3,909

$650
818
1,125
0
36
74
3,512

$100 billion and over (n=33, 133)

$822
2,056
3,323
456
486
275
7,418

$650
1,489
1,871
251
86
67
6,136

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

64

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 2.4

NEO Compensation Mix, by Index (2010-2014)
(n=companies, incumbents)
Annual bonus

Base salary

Stock awards

Stock options

Change in pension value

Perquisites and all other compensation

Russell 3000 (n=2543, 10158)
31.6%

2014

18.2%

30.1%

11.1%

3.7%

2013

34.0

18.7

28.8

2012

33.7

18.2

26.7

11.5

4.5

5.4

2011

34.6

24.5

12.7

4.3

5.2

22.0

12.9

4.0

5.4

18.5

35.5

2010

20.0

11.5

1.5

5.4%

0

5.4

100

S&P 500 (n=477, 2016)
2014

18.3%

2013

19.9
18.9

2012
2011
2010

19.7%

38.1%

20.5
19.0

11.8%

38.5
35.4

7.3%
12.9

13.1

3.5
8.7

4.7%
4.8
4.8

19.5

20.5

32.7

15.2

7.8

4.0

19.7

21.7

31.8

15.1

7.0

4.5

0

100

Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

65

 Figure 2.5

NEO Compensation Mix, by Industry (2010-2014)
(n=companies, incumbents)
Annual bonus

Base salary

Stock awards

Stock options

Perquisites and all other compensation

Change in pension value

Consumer discretionary (n=384, 1528)
2014

2.2%

34.7%

18.5%

26.9%

11.6%

6.1%
1.0

2013

36.6

2012

35.6

20.0

23.7

12.0

2011

36.1

19.6

22.6

13.4

19.6

14.4

2010

19.5

35.1

25.7

23.3

11.6

5.6
2.9

5.9

2.9

5.4

2.6

4.9

0

100

Consumer staples (n=106, 440)
2014

33.7%

2013

17.1%

35.8

2012

20.4

32.7

2011

10.7

18.5

6.3%

3.5

11.3

22.2

21.9

5.7%

10.2

23.9

17.0

33.7

10.4%

23.4

18.7

37.2

2010

26.8%

12.0

6.7

8.3

5.2

6.8

6.2

7.3

6.6

0

100

Energy (n=161, 672)
2014

25.5%

2013

28.1

2012

26.2

2011

27.3

2010

18.9%

40.6%

20.2

2.6% 6.0%
1.3
7.5
4.8

38.0

17.9

37.2

20.3

28.7

6.4%

20.6

9.7

33.5

10.9

30.3

11.7

3.7
3.3
3.5

5.2
4.7
5.2

0

100

Financials (n=529, 2081)
2014

33.7%

2013

24.1%

35.4

2012

24.1

36.5

2011

28.8

22.7

38.6

2010

28.8%

25.5

20.6

41.1

24.4

20.6

3.4% 4.0%
1.2
4.6

5.9

5.1

4.3

5.9

4.5

6.1

4.1

6.0

5.8

22.6

5.6

5.9%

0

100

Healthcare (n=344, 1329)
2014

29.9%

13.6%

23.5%

27.6%

1.2%
4.1%
0.5

2013

34.4

2012

35.3

2011

37.5

2010

14.7

21.5

14.7

21.6

14.3

38.5

15.5

0
Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

66

Research Report  CEO and Executive Compensation Practices  2015 edition

19.4
16.3

24.9
22.2

4.1
1.6 4.7

22.4

1.6 4.7

22.9

1.5 5.2
100
continued on next page

www.conferenceboard.org

 Figure 2.5

NEO Compensation Mix, by Industry (2010-2014) continued...
(n=companies, incumbents)
Annual bonus

Base salary

Stock awards

Stock options

Perquisites and all other compensation

Change in pension value

Industrials (n=367, 1494)
2014

33.5%

2013

18.4%

35.7

2012

18.4

34.7

2011

5.9

6.1

12.0

20.7

5.8%

1.9

10.0

22.4

19.9

5.1%

10.3

24.8

20.0

36.6

8.9%

27.8

18.7

35.2

2010

28.3%

5.7

5.2

12.3

5.1

4.4

6.1

0

100

Information technology (n=425, 1689)
2014

29.9%

14.3%

2013

31.1

13.9

37.6%

0.8%
4.2%

13.2%

0.5
35.1

4.6

14.8
1.2

2012

32.5

14.0

32.4

15.7

4.3
1.2

2011

31.3

16.6

29.1

17.7

4.0
1.2

2010

32.5

19.1

25.5

17.3

4.3

0

100

Materials (n=128, 546)
2014

30.2%

2013

16.8%

32.8

29.5%

17.1

2012

30.3

18.4

2011

29.9

18.9

2010

31.4

9.3%

27.1

10.4

26.6

7.8

8.6

11.6

22.3

6.6%

4.8

9.4

25.2

21.3

7.6%

6.7

8.4

11.2

6.1

8.0

5.8

0

100

Telecommunication services (n=27, 111)
2014

28.7%

2013

33.9

2012

33.1

2011

2.2%
17.2%

37.4%
18.0

2010

30.8

15.7

35.0

11.4

24.8

18.2

3.8%
0.7
3.4

13.2

32.1

17.2

32.1

10.7%

3.7

4.0

3.6

3.8

15.7

28.8

13.4

2.6 4.9

0

100

Utilities (n=72, 309)
2014

25.9%

2013

1.7%
17.5%

33.1

2012

27.5

2011

28.7

2010

29.5

29.0%
19.9

15.1

33.2
27.1

15.6
17.2

21.1%
3.0

3.1

27.8
25.9

21.1
3.5
4.1

4.9%
5.9

4.9
6.1

19.4

5.0

18.1

5.2

0
Percentages may not add up to 100 due to rounding.

100

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

67

 Figure 2.6

NEO Compensation Mix, by Company Size (2014)
(n=companies, incumbents)
Base salary

Annual bonus

Stock awards

Stock options

Perquisites and all other compensation

Change in pension value

Annual Revenue
Under $100 million
(n=191, 619)

0.8%

36.5%

11.0%

37.6%

10.3%

3.9%

1.6

$100-999 million
(n=765, 2990)

38.4

$1-4.9 billion
(n=651, 2752)

27.9

29.5

$5-9.9 billion
(n=178, 764)

32.8

22.9

$10-24.9 billion
(n=142, 616)

17.9

$25-49.9 billion
(n=45, 198)

17.3

$50 billion and over
(n=42, 180)

11.8
10.1

35.9

18.0

10.2

37.6

11.4

35.0

11.9

15.2

13.2

45.1

19.6

5.1
3.8

5.7

5.3

6.0

18.2

9.7

5.1

20.8

8.5

5.2

13.4

15.9

9.9

3.8

0

100

Asset Value
Under $500 million
(n=25, 78)

0.5%
31.7%

30.8%

8.1%

24.4%

4.5%
0.4

$500-999 million
(n=22, 85)

41.2

$1-9.9 billion
(n=317, 1237)

38.7

23.1

26.3

$10-24.9 billion
(n=90, 373)

26.3

33.0

3.1

$25-49.9 billion
(n=27, 111)

27.0

31.4

4.6

$50-99.9 billion
(n=15, 65)

22.3

$100 billion and over
(n=33, 133)

14.5

32.9
38.8

0

3.7
9.9

3.4

22.1

2.7

22.4
26.3

9.7

3.6

6.2

5.1

6.1

29.6
27.7

3.0 4.4
7.6

25.8

7.4

5.8
3.6
100

Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

68

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 Figure 2.7

NEO Total Compensation, Median by Index (2010-2014)

USD thousands (percentage)
Including Change in NEO Pension Value

Russell 3000
S&P 500

2014-2013 1-Year Change

2014

2013

2012

2011

2010

$1,460

$1,293

$1,280

$1,239

$1,149

3,631

3,281

3,354

3,202

3,093

2014-2010 4-Year Change
$167.1 (12.9%)
$310.9 (27.0%)
350.9 (10.7%)
538.7 (17.4%)

Excluding Change in NEO Pension Value

Russell 3000
S&P 500

2014

2013

2012

2011

2010

$1,412

$1,280

$1,229

$1,182

$1,099

3,245

3,174

2,957

2,849

2,870

$131.7 (10.3%)
$313.2 (28.5%)
70.6 (2.2%)

375.2 (13.1%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 2.8

NEO Total Compensation, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change

Including Change in NEO Pension Value

2014-2010 4-Year Change

2014

2013

2012

2011

2010

$1,481

$1,364

$1,358

$1,364

$1,350

Consumer staples

1,733

1,636

1,910

1,582

1,642

Energy

1,875

1,660

1,707

1,508

1,386

Financials

1,294

1,193

1,129

1,068

976

Healthcare

1,450

1,149

1,132

1,037

925

Industrials

1,325

1,162

1,216

1,194

1,087

162.2 (14.0%)
237.1 (21.8%)

Information
technology

1,483

1,331

1,249

1,227

1,134

151.3 (11.4%)
348.7 (30.7%)

Materials

1,667

1,366

1,463

1,397

1,262

Telecommunications
services

1,357

1,236

1,138

1,311

1,242

Utilities

1,691

1,324

1,505

1,465

1,420

Consumer
discretionary

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.  

www.conferenceboard.org

$116.3 (8.5%)
$130.7 (9.7%)
97.2 (5.9%)
91.1 (5.6%)
215.4 (13.0%)
488.8 (35.3%)
101.5 (8.5%)
318.6 (32.6%)
300.3 (26.1%)
524.7 (56.7%)

300.1 (22.0%)
404.4 (32.0%)
121.5 (9.8%)
115.3 (9.3%)
367.5 (27.8%)
271.9 (19.2%)
(continued on next page)

Research Report  CEO and Executive Compensation Practices  2015 edition

69

 Figure 2.8

NEO Total Compensation, Median by Industry (2010-2014)

continued...

USD thousands (percentage)
2014-2013 1-Year Change

Excluding Change in NEO Pension Value

2014-2010 4-Year Change

2014

2013

2012

2011

2010

$1,464

$1,359

$1,333

$1,319

$1,316

$105.6 (7.8%)
$148.4 (11.3%)

Consumer staples

1,638

1,601

1,691

1,398

1,450

37.7 (2.4%)
188.2 (13.0%)

Energy

1,849

1,649

1,675

1,472

1,320

Financials

1,252

1,193

1,089

1,033

949

Healthcare

1,444

1,143

1,112

1,025

919

Industrials

1,251

1,151

1,149

1,128

1,037

Information
technology

1,469

1,331

1,247

1,222

1,131

Materials

1,542

1,351

1,287

1,264

1,154

Telecommunications
services

1,357

1,236

1,133

1,311

1,242

Utilities

1,299

1,269

1,257

1,191

1,211

Consumer
discretionary

200.5 (12.2%)
529.1 (40.1%)
58.5 (4.9%)
303.3 (32.0%)
300.6 (26.3%)
524.4 (57.1%)
99.8 (8.7%)
214.1 (20.6%)
138.0 (10.4%)
338.1 (29.9%)
191.0 (14.1%)
387.6 (33.6%)
121.5 (9.8%)
115.3 (9.3%)
29.7 (2.3%)
87.5 (7.2%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.  

70

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 Figure 2.9

NEO Total Compensation, Median by Company Size (2010-2014)

USD thousands (percentage)
Including Change in NEO Pension Value

2014-2013 1-Year Change

2014

2013

2012

2011

2010

Under $100 million $1,031

$808

$713

$575

$539

930

834

806

766

714

$1-4.9 billion

1,678

1,459

1,517

1,495

1,386

$5-9.9 billion

2,508

2,356

2,347

2,255

2,266

$10-24.9 billion

3,844

3,265

3,374

3,271

3,268

$25-49.9 billion

4,781

4,950

4,840

4,344

4,312

$50 billion and over 6,977

6,223

6,931

5,915

6,023

2014

2013

2012

2011

2010

$1,230 $1,395 $1,105

$960

$959

ANNUAL REVENUE

$100-999 million

ASSET VALUE

Under
$500 million

2014-2010 4-Year Change
$223.4 (27.7%)
$492.6 (91.5%)
95.3 (11.4%)
215.2 (30.1%)
219.5 (15.0%)
292.0 (21.1%)
152.1 (6.5%)
242.2 (10.7%)
579.5 (17.8%)
575.9 (17.6%)
-169.1 (-3.4%)

468.8 (10.9%)
754.1 (12.1%)
954.4 (15.8%)

-$164.7 (-11.8%)

$271.3 (28.3%)
18.2 (2.6%)
65.5 (10.2%)

$500-999 million

709

691

624

499

643

$1-9.9 billion

938

830

800

711

642

108.9 (13.1%)
296.5 (46.2%)

$10-24.9 billion

1,900

1,875

1,706

1,544

1,580

25.2 (1.3%)
319.3 (20.2%)

$25-49.9 billion

2,098

2,169

1,843

1,928

1,888

$50-99.9 billion

3,512

3,274

3,690

3,532

2,832

$100 billion
and over

6,136

5,488

5,452

5,250

4,703

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.  

www.conferenceboard.org

-71.1 (-3.3%)

210.7 (11.2%)
237.7 (7.3%)

679.6 (24.0%)
647.9 (11.8%)

1,433.0 (30.5%)
(continued on next page)

Research Report  CEO and Executive Compensation Practices  2015 edition

71

 Figure 2.9

NEO Total Compensation, Median by Company Size (2010-2014)

continued...

USD thousands (percentage)
Excluding Change in NEO Pension Value

2014-2013 1-Year Change

2014

2013

2012

2011

2010

Under $100 million $1,029

$808

$708

$575

$539

901

826

784

742

693

$1-4.9 billion

1,582

1,438

1,426

1,400

1,300

$5-9.9 billion

2,358

2,274

2,222

2,143

2,133

$10-24.9 billion

3,345

3,058

2,883

2,854

2,922

$25-49.9 billion

4,451

4,662

4,414

3,832

3,786

$50 billion and over 6,313

5,859

5,913

5,242

5,575

2014

2013

2012

2011

2010

Under $500 million $1,272 $1,338 $1,105

$960

$959

ANNUAL REVENUE

$100-999 million

ASSET VALUE

$500-999 million

709

691

609

499

625

$1-9.9 billion

886

817

739

674

595

$10-24.9 billion

1,770

1,812

1,563

1,428

1,467

$25-49.9 billion

2,050

2,169

1,833

1,754

1,755

$50-99.9 billion

3,235

3,255

3,382

3,126

2,380

$100 billion and
over

5,344

5,176

5,017

4,659

4,147

2014-2010 4-Year Change
$220.8 (27.3%)
$490.0 (91.0%)
74.8 (9.1%)
207.4 (29.9%)
143.9 (10.0%)
281.7 (21.7%)
83.5 (3.7%)
224.5 (10.5%)
286.8 (9.4%)
422.4 (14.5%)
-210.6 (-4.5%)

665.6 (17.6%)
454.5 (7.8%)
737.8 (13.2%)

-$66.8 (-5.0%)

$312.5 (32.6%)
18.2 (2.6%)
83.6 (13.4%)
69.2 (8.5%)
291.5 (49.0%)

-42.0 (-2.3%)

-119.6 (-5.5%)

303.6 (20.7%)

294.6 (16.8%)

-19.2 (-0.6%)

855.9 (36.0%)
167.3 (3.2%)

1,196.8 (28.9%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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 Figure 2.10

NEO Base Salary, Median by Index (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change

Russell 3000
S&P 500

2014

2013

2012

2011

2010

$400

$385

$373

$363

$350

600

575

562

546

532

2014-2010 4-Year Change
$15 (3.9%)
$50.0 (14.3%)
25 (4.3%)
68.3 (12.9%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 2.11

NEO Base Salary, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$460

$443

$440

$432

$414

Consumer staples

480

488

471

459

426

Energy

400

375

358

339

325

Financials

385

375

359

351

344

10.0 (2.7%)
41.3 (12.0%)

Healthcare

390

370

359

351

340

20.0 (5.4%)
50.0 (14.7%)

Industrials

395

380

371

361

346

15.0 (3.9%)
49.1 (14.2%)

Information
technology

353

350

335

330

321

3.0 (0.9%)
32.5 (10.1%)

Materials

423

419

396

384

370

3.9 (0.9%)
52.6 (14.2%)

Telecommunications
services

350

364

345

336

320

Utilities

400

390

384

386

378

Consumer
discretionary

$17.3 (3.9%)
$46.0 (11.1%)
-7.5 (-1.5%)
53.6 (12.6%)
25.0 (6.7%)
75.0 (23.1%)

-14.3 (-3.9%)
30.0 (9.4%)
10.5 (2.7%)
22.0 (5.8%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

73

 Figure 2.12

NEO Base Salary, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$330

$310

$300

$293

$283

$100-999 million

325

312

300

292

276

13.0 (4.2%)
48.8 (17.7%)

$1-4.9 billion

430

418

400

396

375

12.3 (2.9%)
55.0 (14.7%)

$5-9.9 billion

530

525

509

498

481

4.9 (0.9%)
49.2 (10.2%)

$10-24.9 billion

640

615

595

568

556

25.0 (4.1%)
84.2 (15.1%)

$25-49.9 billion

759

744

725

688

681

14.8 (2.0%)
78.4 (11.5%)

$50 billion and over

808

772

752

750

713

35.6 (4.6%)
94.6 (13.3%)

ASSET VALUE

2014

2013

2012

2011

2010

Under $500 million

$300

$300

$287

$284

$261

$0.0 (0.0%)
$38.6 (14.8%)

$500-999 million

300

275

283

268

252

25.0 (9.1%)
48.0 (19.0%)

$1-9.9 billion

340

324

307

300

285

16.0 (4.9%)
55.0 (19.3%)

$10-24.9 billion

462

459

450

450

425

3.7 (0.8%)
37.4 (8.8%)

$25-49.9 billion

505

500

501

489

453

4.8 (1.0%)
52.3 (11.6%)

$50-99.9 billion

650

649

700

700

750

$100 billion and over

650

650

640

650

617

$20.0 (6.5%)
$46.6 (16.5%)

-100.0 (-13.3%)

0.6 (0.1%)

0.0 (0.0%)
33.4 (5.4%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

74

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 Figure 2.13

NEO Annual Bonus, Median by Index (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change

Russell 3000
S&P 500

2014-2010 4-Year Change

2014

2013

2012

2011

2010

$239

$218

$210

$209

$226

$21.5 (9.8%)
$13.7 (6.1%)

637

600

553

586

586

37.0 (6.2%)
50.6 (8.6%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 2.14

NEO Annual Bonus, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$245

$240

$251

$249

$300

Consumer staples

250

348

282

247

329

Energy

317

298

275

306

288

Financials

299

266

234

200

185

Healthcare

168

158

143

125

140

10.2 (6.5%)
28.5 (20.4%)

Industrials

247

210

224

241

225

36.6 (17.4%)
21.7 (9.6%)

Information
technology

190

165

149

179

213

Materials

268

219

254

222

268

Telecommunications
services

198

199

171

213

190

Utilities

304

290

245

224

239

Consumer
discretionary

$5.2 (2.2%)
-$54.7 (-18.2%)
-98.0 (-28.2%)
-79.0 (-24.0%)
18.7 (6.3%)
29.6 (10.3%)
32.9 (12.4%)
113.9 (61.5%)

25.2 (15.3%)
-23.0 (-10.8%)
49.0 (22.4%)
0.0 (0.0%)
-0.2 (-0.1%)
8.7 (4.6%)
13.9 (4.8%)
65.2 (27.3%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

75

 Figure 2.15

NEO Annual Bonus, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$101

$100

$88

$70

$50

$0.6 (0.6%)
$50.4 (100.2%)

$100-999 million

137

132

120

111

117

4.2 (3.2%)
19.1 (16.3%)

$1-4.9 billion

295

255

263

268

294

39.7 (15.6%)
0.9 (0.3%)

$5-9.9 billion

456

438

388

446

490

$10-24.9 billion

668

601

557

594

640

$25-49.9 billion

884

924

768

844

838

$50 billion and over

1,130

1,090

952

925

923

ASSET VALUE

2014

2013

2012

2011

2010

Under $500 million

$202

$300

$250

$174

$150

$500-999 million

138

135

125

48

107

2.3 (1.7%)
30.5 (28.6%)

$1-9.9 billion

179

174

141

114

100

5.6 (3.3%)
79.2 (79.2%)

$10-24.9 billion

437

442

400

344

334

$25-49.9 billion

720

492

524

466

410

$50-99.9 billion

818

873

988

875

850

1,489

1,615

1,200

1,225

1,139

$100 billion and over

18.1 (4.1%)
-33.4 (-6.8%)
67.7 (11.3%)
28.3 (4.4%)
-40.0 (-4.3%)
45.6 (5.4%)
40.8 (3.7%)
207.6 (22.5%)

-$98.3 (-32.8%)
$51.7 (34.5%)

-5.9 (-1.3%)
102.6 (30.7%)
227.7 (46.3%)
309.3 (75.4%)
-55.0 (-6.3%)
-32.2 (-3.8%)
-125.8 (-7.8%)
349.8 (30.7%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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 Figure 2.16

NEO Stock Awards, Median by Index (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014

2013

2012

2011

2010

2014-2010 4-Year Change

Russell 3000

$400

$332

$293

$250

$202

$67.7 (20.4%)
$198.0 (98.0%)

S&P 500

1,277

1,150

1,094

953

886

127.6 (11.1%)
391.8 (44.2%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 2.17

NEO Stock Awards, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$345

$280

$275

$239

$200

Consumer staples

407

305

369

277

255

Energy

845

745

690

562

424

Financials

316

286

231

200

157

Healthcare

250

166

165

120

64

Industrials

366

316

265

227

187

Information
technology

500

427

350

292

228

Materials

465

375

373

312

254

90.2 (24.0%)
211.1 (83.1%)

Telecommunications
services

504

380

288

225

319

123.7 (32.6%)
184.7 (57.9%)

Utilities

466

434

394

405

355

Consumer
discretionary

$65.0 (23.2%)
$145.0 (72.5%)
102.7 (33.7%)
152.7 (60.0%)
99.6 (13.4%)
421.3 (99.4%)
29.7 (10.4%)
159.0 (101.1%)
83.5 (50.2%)
186.3 (292.6%)
50.5 (16.0%)
179.5 (96.2%)
73.4 (17.2%)
271.9 (119.2%)

31.7 (7.3%)
111.6 (31.5%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

77

 Figure 2.18

NEO Stock Awards, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$0

$0

$0

$0

$0

$100-999 million

215

166

136

109

67

$1-4.9 billion

508

420

380

354

276

88.2 (21.0%)
231.7 (83.9%)

$5-9.9 billion

846

776

762

579

569

69.7 (9.0%)
277.2 (48.8%)

$10-24.9 billion

1,325

1,197

1,103

1,069

935

$25-49.9 billion

1,597

1,784

1,532

1,172

961

$50 billion and over

3,009

2,599

2,653

2,258

2,133

ASSET VALUE

2014

2013

2012

2011

2010

Under $500 million

$297

$424

$166

$145

$186

$500-999 million

121

125

100

87

77

$1-9.9 billion

193

151

124

100

60

41.2 (27.2%)
132.5 (220.3%)

$10-24.9 billion

538

495

421

401

370

42.7 (8.6%)
167.8 (45.3%)

$25-49.9 billion

550

512

430

342

468

38.8 (7.6%)
82.5 (17.6%)

$50-99.9 billion

1,125

889

690

600

415

$100 billion and over

1,871

1,850

1,505

1,286

1,510

$0 (0%)
$0 (0%)
48.7 (29.3%)
148.2 (222.3%)

128.2 (10.7%)
390.5 (41.8%)
-187.7 (-10.5%)
635.4 (66.1%)
410.2 (15.8%)
876.5 (41.1%)

-$127.0 (-30.0%)

-4.0 (-3.2%)

$110.7 (59.5%)

43.7 (56.6%)

236.1 (26.6%)
709.9 (171.0%)
21.0 (1.1%)
360.7 (23.9%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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 Figure 2.19

NEO Stock Options Awards, Median by Index (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change

Russell 3000
S&P 500

2014

2013

2012

2011

2010

$0

$0

$25

$48

$51

248

256

307

357

335

2014-2010 4-Year Change
-$50.6 (100%)

$0 (0%)

-7.5 (-2.9%)
-86.6 (-25.8%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 2.20

NEO Stock Options Awards, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$0

$12

$50

$85

$121

Consumer staples

3

0

60

0

88

Energy

0

0

0

0

0

0 (0%)
0 (0%)

Financials

0

0

0

0

0

0 (0%)
0 (0%)

Healthcare

321

218

185

167

169

Industrials

0

33

64

78

71

Information
technology

7

57

82

127

120

77

75

83

116

117

Telecommunications
services

0

0

0

12

5

Utilities

0

0

0

0

0

Consumer
discretionary

Materials

-$11.7 (-100%)
-$121.2 (-100%)
3
-84.5 (-96.6%)

102.4 (46.9%)
151.3 (89.3%)
-32.6 (-100%)
-71.3 (-100%)
-50.6(-88.5%)
-113.5 (-94.6%)
2.7 (3.6%)
-39.8 (-33.9%)
0 (0%)
-5.4 (-100%)
0 (0%)
0 (0%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

79

 Figure 2.21

NEO Stock Options Awards, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$398

$210

$143

$113

$104

$100-999 million

0

0

31

46

45

$1-4.9 billion

0

73

90

111

118

$5-9.9 billion

0

0

82

156

201

$10-24.9 billion

333

300

283

358

337

$25-49.9 billion

464

478

530

507

460

$50 billion and over

555

506

516

579

482

2014

2013

2012

2011

2010

$0

$0

$0

$0

$0

$0 (0%)
$0 (0%)

$500-999 million

0

0

0

0

0

0 (0%)
0 (0%)

$1-9.9 billion

0

0

0

0

0

0 (0%)
0 (0%)

$10-24.9 billion

0

0

0

0

0

0 (0%)
0 (0%)

$25-49.9 billion

0

0

0

0

0

0 (0%)
0 (0%)

$50-99.9 billion

0

0

120

228

0

0 (0%)
0 (0%)

251

331

519

718

39

ASSET VALUE

Under $500 million

$100 billion and over

$187.6 (89.2%)
$293.7 (281.8%)
0.0 (0.0%)
-45.3 (-100.0%)
-72.5 (-100.0%)
-118.3 (-100.0%)
0.0 (0.0%)
-201.0 (-100.0%)
33.0 (11.0%)
-3.8 (-1.1%)
-13.7 (-2.9%)
4.0 (0.9%)
49.2 (9.7%)
73.2 (15.2%)

-79.4 (-24.4%)
212.5 (549.8%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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 Figure 2.22

Change in NEO Pension Value, Mean/Median by Index (2010-2014)

USD thousands (percentage)
2014
Mean

Russell 3000
S&P 500

2013

Median

Mean

2011

Median

Mean

2010

Median

Mean

Median

$0

$50

$0

$148

$0

$130

$0

$111

$0

413

0

166

0

466

11

372

15

328

19

Mean
Median

S&P 500

Mean

$123

2014-2013 1-Year Change

Russell 3000

2012

Median

2014-2010 4-Year Change
Mean
Median
$12.5 (11.3%)
$0

$73.6 (148.0%)
$0

84.9 (25.8%)

247.7 (149.5%)
0

-19.1 (-100.0%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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Research Report  CEO and Executive Compensation Practices  2015 edition

81

 Figure 2.23

Change in NEO Pension Value, Mean/Median by Industry (2010-2014)

USD thousands (percentage)
2014
Mean

2013

Median

Mean

2012

Median

Mean

2011

Median

Mean

2010

Median

Mean

Median

Consumer discretionary

$79

$0

$77

$0

$124

$0

$110

$0

$79

$0

Consumer staples

217

0

117

0

309

0

220

0

264

0

Energy

149

0

61

0

217

0

161

0

146

0

Financials

91

0

25

0

91

0

101

0

76

0

Healthcare

59

0

23

0

80

0

72

0

78

0

Industrials

225

0

70

0

220

0

185

0

130

0

21

0

11

0

44

0

34

0

35

0

Materials

227

0

66

0

224

4

234

3

205

10

Telecommunications services

163

0

59

0

305

0

229

0

223

0

Utilities

466

289

135

27

514

229

386

199

362

186

Information technology

2014-2013 1-Year Change
Mean
Median

Consumer discretionary

Consumer staples

Energy

Financials

Healthcare
Industrials

Information technology

Materials
Telecommunications services

Utilities

2014-2010 4-Year Change
Mean
Median
$0.2 (0.2%)
$0

$1.9 (2.5%)
$0
100.8 (86.5%)

- 46.7 (- 17.7%)
0

0

2.5 (1.7%)
0

87.6 (143.2%)
0

14.7 (19.2%)
0

65.8 (260.3%)
0
36.0 (154.6%)

- 18.9 (- 24.1%)

0

0
154.8 (220.8%)

95.4 (73.7%)

0

0

10.1 (94.8%)
0

- 14.6 (- 41.2%)
0

160.7 (242.4%)
0

22.1 (10.8%)
-10.3 (-100.0%)

103.9 (175.7%)
0

- 59.8 (- 26.8%)
0

330.7 (244.8%)
262.6 (989.5%)

103.3 (28.5%)
103.2 (55.5%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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 Figure 2.23-bis

Change in NEO Pension Value, Mean/Median by Industry — S&P 500 (2010-2014)

USD thousands (percentage)
2014
Mean

Consumer discretionary

2013

Median

Mean

2012

Median

Mean

2011

Median

Mean

2010

Median

Mean

Median

$230

$0

$287

$0

$349

$0

$250

$0

$200

$0

Consumer staples

567

252

233

15

711

479

449

279

561

345

Energy

538

28

213

0

766

107

549

52

462

132

Financials

304

0

90

0

277

0

301

0

234

0

Healthcare

288

0

112

0

323

0

311

0

309

0

Industrials

884

127

256

0

677

203

621

241

431

193

81

0

26

0

177

0

92

0

100

0

Materials

476

138

60

2

488

140

444

174

417

196

Telecommunications services

781

54

282

0

1,312

290

943

175

920

144

Utilities

681

357

217

81

808

384

538

284

583

280

Information technology

2014-2013 1-Year Change

2014-2010 4-Year Change

Mean
Median

Consumer discretionary

$29.9 (15.0%)
$0

-$57.5 (-20.0%)
$0
333.6 (143.2%)
236.9 (1,540.6%)

Consumer staples

Healthcare

Materials
Telecommunications services

Utilities

76.2 (16.5%)
-104.3 (-78.9%)

27.9

70.4 (30.1%)

214.1 (237.3%)
0

0
176.1 (157.8%)

- 21.3 (- 6.9%)

0

0
627.1 (244.5%)

Industrials

Information technology

5.5 (1.0%)
-92.7 (-26.9%)

324.6 (152.2%)

Energy

Financials

Mean
Median

127.4

452.8 (105.1%)
-65.3 (-33.9%)

54.7 (206.3%)

- 18.8 (- 18.8%)

0

0
415.6 (688.9%)
136.0 (6,474.5%)
498.3 (176.5%)
54.4
464.0 (213.7%)
276.8 (343.7%)

58.6 (14.0%)
-58.3 (29.7%)
- 139.8 (- 15.2%)
-89.9 (-62.3%)
98.4 (16.9%)
177.3 (27.6%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

83

 Figure 2.24

Change in NEO Pension Value, Mean/Median by Company Size (2010-2014)

USD thousands (percentage)
2014
ANNUAL REVENUE

Mean

2013
Median

Mean

2012

Median

2011

Median

Mean

2010
Median

Mean

Median

Under $100 million

$5

$0

$0

$0

$7

$0

$7

$0

$4

$0

$100-999 million

18

0

5

0

17

0

20

0

15

0

$1-4.9 billion

91

0

36

0

123

0

106

0

92

0

$5-9.9 billion

175

0

58

0

206

0

205

0

164

0

$10-24.9 billion

537

28

288

0

574

127

441

123

389

124

$25-49.9 billion

551

101

202

0

676

178

492

145

478

138

1,040

181

379

8

1,212

247

931

193

799

236

$50 billion and over

2014-2013 1-Year Change
Mean
Median

2014-2010 4-Year Change
Mean
Median

Under $100 million

$4 (942%)
$0

$0 (6%)
$0

$100-999 million

14 (291%)
0

3 (19%)
0

$1-4.9 billion

$5-9.9 billion

$10-24.9 billion
$25-49.9 billion

$50 billion and over

55 (154%)

-1 (-1%)

0

0
11 (7%)
0

117 (200%)
0

148 (38%)

248 (86%)
-95 (-77%)

28
349 (173%)
101
662 (175%)
172 (2,069%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

84

Mean

Research Report  CEO and Executive Compensation Practices  2015 edition

73 (15%)
-37 (-27%)
242 (30%)
-55 (-23%)

(continued on next page)

www.conferenceboard.org

 Figure 2.24

Change in NEO Pension Value, Mean/Median by Company Size (2010-2014)

continued...

USD thousands (percentage)
2014
ASSET VALUE

Under $500 million

Mean

2013
Median

Mean

2012

Median

Mean

2011

Median

Mean

2010
Median

Mean

Median

$6

$0

$14

$0

$10

$0

$13

$0

$7

$0

2

0

4

0

4

0

3

0

4

0

40

0

11

0

45

0

37

0

34

0

$10-24.9 billion

103

0

29

0

105

0

123

0

65

0

$25-49.9 billion

105

0

9

0

56

0

86

0

68

0

$50-99.9 billion

380

36

59

0

320

31

402

30

301

40

$100 billion and over

486

86

163

0

492

149

539

170

424

142

$500-999 million
$1-9.9 billion

2014-2013 1-Year Change
Mean
Median
Under $100 million

$100-999 million

$1-4.9 billion

$5-9.9 billion

$10-24.9 billion
$25-49.9 billion

$50 billion and over

2014-2010 4-Year Change
Mean
Median
-$1 (-12%)

-$8 (-55%)
$0

$0
-2 (-43%)

-2 (-44%)
0

0
6 (19%)
0

30 (282%)
0

38 (58%)

74 (252%)
0

0
37 (54%)

96 (1,129%)
0

0
321 (545%)

79 (26%)
-3 (-9%)

36
323 (198%)
86

62 (15%)
-56 (-40%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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Research Report  CEO and Executive Compensation Practices  2015 edition

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 Figure 2.25

NEO Perquisites and All Other Compensation, Median by Index (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change

Russell 3000
S&P 500

2014-2010 4-Year Change

2014

2013

2012

2011

2010

$27

$26

$26

$25

$24

$1.1 (4.1%)
$2.9 (12.0%)

67

66

61

58

57

1.5 (2.3%)
10.2 (17.9%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 2.26

NEO Perquisites and All Other Compensation, Median by Industry (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

2014

2013

2012

2011

2010

$31

$27

$29

$26

$25

$4 (16.3%)
$6 (22.2%)

Consumer staples

48

44

43

47

42

4 (9.7%)
6 (13.2%)

Energy

35

33

33

31

30

2 (6.7%)
6 (18.7%)

Financials

28

28

28

27

26

0 (0.2%)
2 (6.6%)

Healthcare

14

13

15

15

14

Industrials

34

34

33

30

28

1 (1.6%)
6 (21.5%)

Information
technology

13

12

12

11

12

1 (7.3%)
1 (10.7%)

Materials

47

45

43

44

38

3 (6.1%)
9 (24.6%)

Telecommunications
services

19

15

19

15

17

5 (31.8%)
3 (15.1%)

Utilities

47

41

40

41

39

6 (14.6%)
8 (20.6%)

Consumer
discretionary

1 (7.0%)
0 (-0.7%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

86

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 Figure 2.27

NEO Perquisites and All Other Compensation, Median by Company Size (2010-2014)

USD thousands (percentage)
2014-2013 1-Year Change
2014-2010 4-Year Change

ANNUAL REVENUE

2014

2013

2012

2011

2010

Under $100 million

$8

$8

$8

$7

$8

$100-999 million

16

15

14

14

13

0.9 (5.9%)
2.3 (16.9%)

$1-4.9 billion

34

33

33

32

29

1.4 (4.3%)
5.1 (17.7%)

$5-9.9 billion

50

51

46

46

44

$10-24.9 billion

71

71

72

67

65

$25-49.9 billion

92

98

105

71

78

108

109

107

104

95

2014

2013

2012

2011

2010

$17

$17

$16

$19

$21

$500-999 million

23

24

16

14

14

$1-9.9 billion

25

24

24

23

22

$10-24.9 billion

44

44

46

44

39

$25-49.9 billion

26

26

35

25

26

$50-99.9 billion

74

68

64

48

43

$100 billion and over

67

70

54

47

58

$50 billion and over
ASSET VALUE

Under $500 million

$0.1 (2.0%)
-$0.4 (-5.3%)

-0.8 (-1.6%)
6.9 (15.8%)
0.2 (0.3%)
6.2 (9.5%)
-6.5 (-6.6%)
13.7 (17.5%)
-1.5 (-1.3%)
12.3 (12.9%)

$0.3 (1.6%)
-$3.2 (-15.6%)
-0.2 (-0.8%)
9.7 (70.7%)
0.5 (2.2%)
3.0 (13.7%)
-0.2 (-0.4%)
5.1 (13.2%)
0.1 (0.3%)
-0.1 (-0.5%)
6.8 (10.1%)
31.1 (72.0%)
-2.8 (-4.1%)
9.3 (16.2%)

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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Research Report  CEO and Executive Compensation Practices  2015 edition

87

 PART I -   
SHORT-TERM AND  

  I .
LONGPuma6.0. V. . a 
.i-ot 
-- 1?.th

 

I

9'

0



I 011'
I . 
 ugh.)

Figure 3.1

Prevalence of Performance Measuresin STI and LTI Plans (2010-2014)
Percentage
LTI

STI
Income

Revenue

2014

93%

57%

2013

91

2013

90

2012

90

2011

89

2010

53

2012

52

2011

50

2010

55

2014

Total Shareholder Return
2014

5%

2013

5

2012

3

2011

2

2010

3

39%

14%

40

18
35

20
21

31
33

18

Cash Flow
54%

2014

55

2013

51

2012

46

2011

45

2010

43%

15%
33
13
12
14

29
28
28

13

Capital Efficiency
2014

23%

2013

24

2012

25

2011

26

2010

28

37%
44
40
36
41

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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Research Report  CEO and Executive Compensation Practices  2015 edition

89

 Figure 3.2

STI Performance Measures, by Industry (2014)
Percentage
Profits

Revenue

Cash flow

Discretionary

48.4%

12.9

Consumer Staples

47.8

13.0

Energy

36.0

Financials

27.3

Health Care

38.1

Industrials

32.1

Information Technology

36.7

Materials

28.6

Telecommunication Services

33.3

Utilities

50.0

Consumer Discretionary

8.0

16.0

4.6

Capital efficiency

TSR

19.4

12.9

13.0
8.0

Other

8.7
8.0

36.4

6.5

8.7
12.0

12.0

18.2

19.1

19.1

10.7

25.0

7.1

13.6
9.5

14.3

10.7

14.3

36.7

16.7

28.6

4.4 4.4

6.7 3.3

28.6

14.3

33.3

33.3
33.3

16.7

0

100%

Note: Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.2a

Prevalence of STI Performance Measures, by Industry (2014)
Percentage
Profits

Revenue

Cash flow

Discretionary

48.4%

12.9

Consumer Staples

47.8

13.0

Energy

36.0

Financials

27.3

Health Care

38.1

Industrials

32.1

Information Technology

36.7

Materials

28.6

Telecommunication Services

33.3

Utilities

50.0

Consumer Discretionary

8.0

16.0

4.6

Capital efficiency

TSR

19.4

12.9

13.0
8.0

Other

8.7
8.0

36.4

8.7
12.0

18.2

19.1

19.1

10.7

25.0

7.1

36.7

0

12.0
13.6
14.3

10.7

14.3
6.7 3.3
14.3

28.6
33.3

4.4 4.4

9.5

16.7

28.6

6.5

33.3
33.3

16.7
100%

Note: Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

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 Figure 3.3

LTI Performance Measures, by Industry (2014)
Percentage
Revenue
Consumer Discretionary

9.5%

Consumer Staples

28.6

Energy

5.6

Financials

5.0

Cash flow

Discretionary

28.6

28.6
35.7

Health Care
Industrials

11.8

17.7

Information Technology

12.5

18.8

25.0

11.1

35.0
33.3

Telecommunication Services

9.5

61.1
40.0

25.0

Other

28.6

16.7

16.7

Materials

TSR

23.8
7.1

5.6

Capital efficiency

20.0

33.3

16.7

35.3

29.4

18.8

50.0
50.0

25.0

25.0

50.0

80.0

Utilities

5.9

20.0

0

100%

Note: Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.3a

Prevalence of LTI Performance Measures, by Industry (2014)
Percentage
Revenue
Consumer Discretionary

9.5%

Consumer Staples

28.6

Energy

5.6

Financials

5.0

Cash flow

Discretionary

28.6

Health Care
Industrials

11.8

17.7

Information Technology

12.5

18.8

25.0

35.7
11.1
20.0

33.3

16.7

35.3
18.8

29.4

5.9

50.0
50.0

25.0
80.0

Utilities

9.5

35.0
33.3

Telecommunication Services

28.6

61.1
40.0

25.0

Other

28.6

16.7

16.7

Materials

TSR

23.8
7.1

5.6

Capital efficiency

0

25.0
50.0
20.0
100%

Note: Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

91

 Figure 3.4

STIP: Number of Performance Measures (2010-2014)
Percentage
One performance measure
2014*
2014
2013*
2013

Four performance measures
2014*

10.5%

2014

15.7

Two performance measures

Five performance measures

18.6%

57.0

2010

32.0

Three performance measures

5.0
2.0
5.0
2.0

Six or more performance measures
2014*

25.6%

2014

10.0

2011

33.0

2010

2013*
2012

35.0

2011

8.4

2013

31.0

2012

39.8

2014

27.9%
1.2

2013*

18.0

2013

2010

12.2%

2014

26.5

2013

2011

9.0

2014*

2013*

2012

7.0

2010

32.0

2014*

9.0

2011

29.0

2010

12.0

2012

27.0

2014

12.0

2013

21.0

2011

2013*

8.4

2013*

13.0

2012

2014*

5.2%

29.0
25.0
22.0
23.0

30.0

2013

2.0

2012

2.0

2011
2010

3.0
2.0

* Includes nonfinancial measures such as customer satisfaction, safety targets, employee turnover and others.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

92

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 3.5

LTIP: Number of Performance Measures (2010-2014)
Percentage
One performance measure
2014

Three performance measures
2014

19.8%

2013

28.0

2012

37.0

2011

22.0

2012

21.0

2011

39.0

2010

2010

15.0

41.8%

2014

10.0%

2013

10.0

Four or more performance measures

2013
2011

22.0

41.0

Two performance measures
2014
2012

28.4%

2013

40.0
35.0

2012

35.0

2011

5.0

2010

5.0

39.0

2010

8.0

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.6

STIP: Threshold as Percent of Target Performance (2012-2014)
Prevalence of Performance Measure
EPS
Threshold percent of target

Income

Capital Efficiency

2014

2013

2012

2014

2013

2012

2014

2013

2012

90 to 99 percent

52%

62%

55%

44%

41%

36%

38%

49%

35%

80 to 89 percent

33

21

39

32

24

37

25

20

18

70 to 79 percent

7

14

3

14

25

14

13

17

29

Less than 70 percent
Total

8

3

3

11

10

13

24

14

18

100%

100%

100%

100%

100%

100%

100%

100%

100%

2014

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.7

STIP: Maximum as Percent of Target Performance (2012-2014)
Prevalence of Performance Measure
EPS
Maximum as percent of target

Income

Capital Efficiency

2014

2013

2012

2014

2013

2012

101 to 110 percent

56%

68%

55%

44%

44%

37%

71%

14%

25%

111 to 120 percent

30

29

37

40

38

39

14

38

38

121 to 130 percent
Greater than 131 percent
Total

2013

2012

0

0

3

6

11

12

0

27

25

15

3

5

10

7

12

14

21

12

100%

100%

100%

100%

100%

100%

100%

100%

100%

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

93

 Figure 3.8

STIP: Threshold as Percent of Target Performance, by Measure (2014)
Percentage
90% and higher

89% to 80%

79% to 70%

69% to 50%

EPS Level (27% of companies)
7.4

33.3

51.9%

7.4

Income Level (66% of companies)
13.6

31.8

43.9

10.6

Capital Efficiency Level (16% of companies)
12.5

37.5

50.0

Revenue Level (22% of companies)
9.1

81.8

9.1

Revenue Growth (6% of companies)
33.3

66.7

0

100%

Note: Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.9

STIP: Maximum as Percent of Target Performance, by Measure (2014)
Percentage
110% and lower

111% to 120%

121% to 130%

131% to 150%

EPS Level (25% of companies)
8.0

76.0%

8.0

8.0

Income Level (64% of companies)
28.1

46.9

14.1

10.9

Capital Efficiency Level (16% of companies)
25.0

25.0

50.0

Revenue Level (28% of companies)
21.4

71.4

7.1

Revenue Growth (6% of companies)
33.3

33.3

0

33.3
100%

Note: Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

94

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 3.10

Prevalence of LTI Performance Awards (2010-2014)
Percent of companies granting awards

Appreciation Awards
Stock Options
SARs
Restricted Stock/Units Awards
Any Type of Performance-Based Award

2014

2013

2012

2011

2010

59%

66%

56

62

68%

74%

75%

64

71

71

3

4

4

4

4

53

49

55

60

57

95

93

88

82

77

Performance Shares/Units

84

80

72

65

60

Performance Restricted Stock/Units (Performance hurdles)

15

13

13

15

11

4

4

3

2

2

13

16

16

7

18

Performance/Premium Stock Options
Long-Term Cash
Average Number of Award Types

2.08

2.08

2.11

2.16

2.09

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.11

Average Long-Term Award Incentive Mix by Value (2010-2014)
Percentage
Appreciation Awards

Restricted Stock/Units

Performance-Based Awards

2014
24%

56

20

2013
26

56

18

2012
29

50

21

2011
32

46

22

2010
34

23

0

43
100%

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

95

 Figure 3.12

LTI Blend of Performance Awards (2011-2014)
Percentage
Appreciation Awards/Restricted Stock/
Performance-Based (PB)*

Appreciation Awards/
Performance-Based (PB)*
Performance-Based
Only*

Appreciation Award
Only

Restricted Stock/
Performance-Based (PB)*

Appreciation Awards/
Restricted Stock

Restricted Stock
Only

2014
27%

32

23

12

3 3

2013
34

29

14

15

2 3 3

2012
31

31

14

11

3

5

5

2011
28

32

11

10

3

11

0

5
100%

* Performance-based includes performance shares, performance stock units, performance or premium stock options,
performance restricted stock/units, and long-term incentive cash.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.13

STIP: Most Prevalent Threshold/Maximum Payout Ranges (2010-2014)
Percent of companies
Threshold as percent of target:
0 to 200 percent

50 to 200 percent

50 to 150 percent

Other ranges*

2014
22%

7

16

55

2013
7

17

26

50

2012
5

9

26

60

2011
24

6

8

62

2010
28

7

6

59

0

100%

* Includes various small ranges such as 25 to 75 percent.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

96

Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 3.14

STIP: Threshold Payout Percentages (2010-2014)
Percent of companies
Threshold as percent of target:
0 percent

1 to 24 percent

25 percent

50 percent

51 to 99 percent

100 percent

26 to 49 percent

2014
38%

20

8

7

22

43

26

3

2013
45

14

4

8

2012
46

16

4

12

6

11

19

53

2011
45

15

19

5
31

2010
44

12

7

10

17

8 52

0

100%

Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.15

STIP: Maximum Payout Percentages (2010-2014)
Percent of companies
Maximum as percent of target:
100 percent

101 to 149 percent

150 percent

151 to 199 percent

200 percent

201 to 249 percent

250 percent

Greater than 250 percent

2014
5%

16

4

55

5

5

10

2013
4%

11

6

62

7

26
3

7

2012
4%

10

8

54

5

8

11

2011
1 5%

10

6

54

8

6

10

2010
5%

7

8

53

0

9

7

11
100%

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

97

 Figure 3.16

STIP: Most Prevalent Pay-for-Performance Relationships (2011-2014)
Percent of measures
Performance/payout: threshold to maximum:
95-105 percent   50-200 percent

85-115 percent   0-200 percent

95-105 percent   50-150 percent

90-110 percent   0-200 percent

All other relationships*

2014
5%

4

4 2

85

2013
6%

5

3 4

82

2012
6%

7

3

5

79

2011
4%

5 2

6

83

0

100%

* Includes multiple small composite ranges
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.17

STIP: Prevalence of Threshold Performance and Payout (2010-2014)
Threshold performance as a percentage of target
Ranking
Minimum

2014
0%

2013
0%

2012
0%

2011
0%

Threshold payout as a percentage of target

2010

2014

2013

2012

2011

2010

0%

0%

0%

0%

0%

0%

0

0

0

7

3

25th percentile

75

75

77

75

75

Median

86

87

86

86

89

15

10

8

25

25

Average

82

81

82

81

81

23

21

18

30

29

75 percentile
th

Maximum

93

94

94

92

94

50

50

40

50

50

100

100

100

100

100

90

90

80

80

80

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.18

STIP: Prevalence of Maximum Performance as Percentage of Target and Payout (2010-2014)
Maximum performance as a percentage of target

Maximum payout as a percentage of target

Ranking

2014

2013

2012

2011

2010

2014

2013

2012

2011

2010

Minimum

100%

100%

100%

100%

100%

100%

100%

100%

100%

125%

25th percentile

107

106

106

108

108

200

200

200

200

200

Median

113

112

113

115

115

200

200

200

200

200

Average

122

121

118

119

122

199

207

218

218

218

75 percentile

123

123

121

125

125

200

200

200

200

215

Maximum

267

347

277

235

443

493

833

889

730

727

th

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

98

Research Report  CEO and Executive Compensation Practices  2015 edition

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 Figure 3.19

Long-Term Incentive Mix (Prevalence and Value) (2010-2014)
Stock Option/SAR Weights (CEO)
Percent of companies
Stock Options Ranges

2014

2013

2012

2011

2010

1 to 29.9 percent

24%

29%

26%

24%

14%

30 to 49.9 percent

40

38

37

35

39

50 percent

23

18

19

19

23

51 to 69.9 percent

13

8

8

9

10

70 to 99.9 percent

0

2

5

7

7

100 percent

0

5

5

6

7

100%

100%

100%

100%

100%

Total

Time-Based Restricted Stock/Unit Weights (CEO)
Percent of companies
Restricted Stock Ranges

2014

2013

2012

2011

2010

1 to 29.9 percent

40%

43%

40%

38%

33%

30 to 49.9 percent

33

31

36

39

40

50 percent

15

11

12

10

14

51 to 69.9 percent

4

7

2

4

2

70 to 99.9 percent

2

1

3

2

2

100 percent
Total

6

7

7

7

9

100%

100%

100%

100%

100%

Performance-Based Stock/Units/Cash Weights (CEO)
Percent of companies
Performance Stock Ranges
1 to 29.9 percent

2014
2%

2013
7%

2012

2011

2010

11%

11%

11%

20

18

23

20

18

20

18

19

22

24

23

30 to 49.9 percent

24

19

50 percent

26

51 to 69.9 percent

19

70 to 99.9 percent

14

16

14

13

10

100 percent

15

19

15

14

15

100%

100%

100%

100%

100%

Total

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition

99

 Figure 3.20

LTIP: Weights of Performance Measure by Value (2011-2014)
Weight of perfor­
mance measure
1 to 25 percent

EPS
2014

2013

9%

Capital Efficiency*

2012

9%

2011

2014

9%

8%

2013

2012

Revenue

Total Shareholder Return

2011

2014

2013

2012

2011

2014

4%

2013

2012

9%

10%

2011

17%

11%

12%

38%

40%

44%

34%

16%

26 to 49 percent

18

16

25

22

13

12

13

18

31

25

24

15

7

11

9

8

5%

50 percent

27

33

25

33

43

49

41

42

31

33

32

47

32

43

34

39

51 to 75 percent

14

11

9

3

9

8

5

6

0

0

0

0

14

3

1

1

76 to 99 percent

0

2

3

3

0

0

2

0

0

0

0

0

0

0

0

0

100 percent **

32

29

30

30

17

20

27

30

0

2

0

4

31

34

46

47

Total

100% 100% 100% 100%

100% 100% 100% 100%

100% 100% 100% 100%

100% 100% 100% 100%

* ROA (Return on Assets), RONA (Return on Net Assets), ROCE (Return on Capital Employed), ROE (Return on Equity), ROI (Return on Investment),
ROIC (Return on Invested Capital)
** Entire LTI award based on these measures
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.21

LTIP: Threshold as Percent of Target by Performance Measure (2012-2014)
Threshold as
percent of target
100 percent

2014
8%

90 to 99 percent

50

80 to 89 percent
70 to 79 percent
Less than 70 percent
Total

Performance
Measure Income

EPS
2013
0%

2012
0%

2014
20%

2013
0%

2012

Capital Efficiency
2014

0%

18%

2013
0%

2012
0%

63

42

34

36

33

27

26

44

25

19

25

20

45

33

18

36

20

8

10

25

6

0

17

9

7

24

8

8

8

20%

19

17

27

31

12

100% 100% 100%

100% 100% 100%

100% 100% 100%

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

100 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 3.22

LTIP: Threshold Percentile of Target (Relative Performance Measure) (2010-2014)
Percent of companies
Threshold performance percentile:
1st to 24th

25th

26th to 34th

40th

41st to 49th

35th

36th to 39th

2014
15%

53

17

10

16

9

14

10

1 4

2013
15

53

1

6

2012
17

53

1 5

2011
16

56

10

8

1

8 51

2010
19

49

7

10

2

9

0

4
100%

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.23

LTIP: Target Percentiles (Relative Performance Measure) (2010-2014)
Percent of companies with specified target for relative LTIP
Target performance percentile:
<50th

50th

>50th
2014

9%

59

32

2013
6

74

20

2012
5

80

15

2011
6

74

20

2010
7

67

0

26
100%

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 101

 Figure 3.24

LTIP: Maximum Performance Percentile (Relative Performance Measure) (2010-2014)
Percent of companies
Maximum performance percentile:
<75th

75th

76th to 79th

80th

81st to 89th

90th

91st to 99th

100th

2014
6%

44

5

4

6

8

7

20

2

22

2013
45

4

9

8

10

2012
1

39

9

9

13

1

28

3

27

2011
2

10

33

10

15

2010
11

34

11

11

6

27

0

100%

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.25

LTIP: Prevalence of Performance Percentiles for Plans with Relative Measure (2010-2014)
Threshold Percentile

Target Percentile

Maximum Percentile

Percentile
ranking

2014

2013

2012

2011

2010

2014

2013

2012

2011

2010

2014

2013

2012

2011

2010

Minimum

12th

10th

10th

0

0

33rd

34th

34th

40th

40th

55th

67th

67th

50th

75th

25th percentile

25th

25th

25th

25th

25th

50th

50th

50th

50th

50th

75th

75th

75th

75th

75th

Median

25th

25th

25th

25th

25th

50th

50th

50th

50th

50th

75th

80th

80th

85th

85th

85th

86th

Average

26th

27th

27th

28th

27th

52nd

51st

51st

52nd

52nd

82nd

83rd

85th

75th percentile

30th

30th

30th

30th

35th

55th

50th

50th

50th

51st

91st

90th

100th 100th 100th

Maximum

40th

40th

40th

60th

60th

60th

75th

75th

75th

75th

100th 100th 100th 100th 100th

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

102 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 3.26

LTIP: Threshold/Maximum Payout Ranges (Absolute Performance Measure) (2010-2014)
Percent of companies
Payout range:
50% to 200%

50% to 150%

0 to 200%

All other*

25% to 200%

2014
25%

13

11

12

39

2013
21

10

12

14

43

2012
17

10

9

22

42

2011
13

7

10

24

46

2010
14

10

7

20

0

49
100%

* Includes multiple small composite ranges
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 103

 Figure 3.27

LTIP: Threshold Payout as Percent Target Payout (Absolute Performance Measure)
(2010-2014)
Percent of companies
Threshold payout as percent of target:
0 percent

1 to 24 percent

51 to 99 percent

25 percent

26 to 49 percent

50 percent

100 percent
2014

20%

11

17

13

34

22

2013
23

17

10

11

36

3

2012
30

14

16

8

28

4

23

55 1

2011
33

14

16

8

2010
31

13

17

8

0

25

6
100%

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

104 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 3.28

LTIP: Maximum Payout as Percent of Target (Absolute Performance Measure)
(2010-2014)
Percent of companies
Percent of target:
100 percent

101 to 149 percent

150 percent

151 to 199 percent

200 percent

201 to 249 percent

250 percent

Greater than 250 percent

2014
9%

4

22

5

3 2

54

2013
6

7

23

5

52

3 31

2012
4

3

20

3

62

3 3 2

63

313

2011
4

7

16

3

2010
5

5

18

5

21

57

7

0

100%

Note: Percentages may not add up to 100 due to rounding.
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.29

LTIP: Threshold Performance and Payout as Percent of Target
(Absolute Performance Measure) (2010-2014)
Threshold Performance as
Percent of Target
Percentile ranking
Minimum

Threshold Payout as
Percent of Target

2014

2013

2012

2011

2010

6%

0%

15%

0%

0%

2014

2013

2012

2011

2010

0%

0%

0%

0%

0%

25th percentile

60

60

62

60

63

21

1

13

2

3

Median

80

80

78

75

80

33

25

25

25

25

Average

73

73

74

70

72

31

30

30

29

29

75th percentile

93

92

91

89

90

50

50

50

50

50

Maximum

99

98

98

99

98

75

80

70

80

80

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 105

 Figure 3.30

LTIP: Maximum Performance and Payout as Percent of Target
(Absolute Performance Measure) (2010-2014)
Maximum Performance as
Percent of Target

Maximum Payout as
Percent of Target

Percentile ranking

2014

2013

2012

2011

2010

2014

2013

2012

2011

2010

Minimum

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

25th percentile

108

108

108

109

106

150

150

150

150

150

Median

120

120

120

120

118

200

200

200

200

200

Average

126

128

133

129

125

176

178

190

180

178

75th percentile

137

133

143

134

131

200

200

200

200

200

Maximum

200

308

308

210

200

250

300

358

358

250

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.31

LTIP: Most Prevalent Pay-for-Performance Relationship (Relative Performance Measure)
(2013-2014)
Percent of companies
Performance/payout:
25th-50th-75th/25 percent-200 percent

25th-50th-75th/50-150 percent

25th-50th-75th/0-200 percent

All other*
2014

8%

7

6

78

2013
9

7

5

79

0

100%

Note: Percentages may not add up to 100 due to rounding.
* Includes other performance/payout relationships
Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

106 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 3.32

LTIP: Threshold Performance and Payout (Relative Performance Measure) (2010-2014)
Threshold Performance
as Percentile Ranking
2014

2013

2012

Minimum

13th

10th

10th

25th percentile

25th

25th

25th

Percentile ranking

2011

Threshold Payout as
Percent of Target
2010

0
25th

0

2014
0%

2013
0%

25th

25

25

2012

2011

2010

0%

0%

0%

0

0

0

Median

25th

25th

25th

25th

25th

33

30

25

25

25

Average

27th

27th

27th

28th

27th

34

32

23

25

25

75th percentile

30th

30th

30th

30th

35th

50

50

50

50

50

Maximum

55th

40th

40th

60th

60th

75

75

60

54

80

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.33

LTIP: Target Performance Percentile Ranking
(Relative Performance Measure) (2010-2014)
Target Performance
Percentile ranking

2014

2013

2012

2011

2010

Minimum

25th

34th

34th

40th

40th

25th percentile

50th

50th

50th

50th

50th

Median

50th

50th

50th

50th

50th

Average

51st

51st

51st

52nd

52nd

75th percentile

50th

50th

50th

50th

51st

Maximum

75th

75th

75th

75th

75th

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

Figure 3.34

LTIP: Maximum Performance and Payout (Relative Performance Measure) (2010-2014)
Maximum Performance
Percentile Ranking
Percentile ranking

2014

Minimum

55th

25th percentile

75th

2013

2012

2011

67th

67th

75th

75th

Maximum Payout as
Percent of Target
2010

2014

2013

2012

2011

2010

50th

75th

125%

100%

125%

100%

100%

75th

75th

166

172

200

200

200

Median

75th

80th

80th

85th

85th

200

200

200

200

200

Average

92nd

83rd

85th

85th

86th

188

189

194

195

195

75th percentile
Maximum

90th 100th 100th 100th

200

200

200

200

200

100th 100th 100th 100th 100th

91st

300

300

300

300

300

Source: The Conference Board/Arthur J. Gallagher/IBM Kenexa, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 107

  . . 
1 9
PART IV ..   9.. .3  
BOARD PRAchoes-~19? 
I. I . 
- :?0.00.0 



Figure 4.1

Figure 4.2

Say-on-Pay Frequency, by Industry

Say-on-Pay Frequency, by Company Size

Annually

Every 2 years

Every 3 years

Manufacturing (N=122)

Annually

9.8

$20 billion and over (N=27)
96.3%

Financial services (N=56)
89.3
Nonfinancial services (N=121)

Every 3 years

BY ANNUAL REVENUE

1.6

88.5%

Every 2 years

10.7

3.7

$10 billion - 19.9 billion (N=29)
93.1

6.9

2.5

76.9

20.7

0

$5 billion - 9.9 billion (N=33)
100%

3.0

97.0

Note: Total may not equal 100 percent due to rounding.

$1 billion - 4.9 billion (N=75)

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

1.3

85.3

13.3

$100 million - 999 million (N=53)

1.9

81.1

17.0

Under $100 million (N=26)
34.6

11.5

53.8

BY ASSET VALUE
$100 billion and over (N=14)
100.0
$5 billion - 99 billion (N=19)
78.9

21.1

Under $5 billion (N=23)
91.3
0

8.7
100%

Note: Total may not equal 100 percent due to rounding.
Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 109

 Figure 4.3

Clawback Provisions, by Industry
Manufacturing (N=126)
Financial services (N=57)
Nonfinancial services (N=124)
48.4%
35.1
41.9

Only the type contemplated
by Sarbanes-Oxley Act

31.0
36.8
36.3

As contemplated by
Dodd-Frank Act
Related to excessive risk-taking
or inconsistency with strategy
Related to performance
evaluation error
Other

11.1
19.3
12.1
5.6
10.5
5.6
6.3

15.8
9.7

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

Figure 4.4

Clawback Provisions, by Company Size
ANNUAL REVENUE
$20 billion
and over

$10 billion 19.9 billion

$5 billion 9.9 billion

$1 billion 4.9 billion

$100 million 999 million

Under
$100 million

N=28

N=29

N=33

N=76

N=57

N=27

Only the type contemplated by
Sarbanes-Oxley Act

17.9%

24.1%

33.3%

42.1%

64.9%

77.8

As contemplated by Dodd-Frank Act

46.4

51.7

45.5

34.2

19.3

14.8

Related to excessive risk-taking or
inconsistency with strategy

17.9

10.3

15.2

15.8

7.0

0.0

7.1

10.3

3.0

9.2

1.8

0.0

28.6

10.3

3.0

7.9

3.5

0.0

Related to performance evaluation error
Other

ASSET VALUE
$100 billion
and over

$5 billion 99 billion

Under
$5 billion

N=14

N=19

N=24

Only the type contemplated by
Sarbanes-Oxley Act

21.4%

31.6%

45.8%

As contemplated by Dodd-Frank Act

14.3

52.6

37.5

Related to excessive risk-taking or
inconsistency with strategy

35.7

26.3

4.2

Related to performance evaluation error

14.3

10.5

8.3

Other

42.9

10.5

4.2

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

110 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 4.5

Figure 4.7

Shareholder Approval of
Golden Parachutes, by Industry

Anti-gross-up Policy, by Industry
Companies with an anti-gross-up policy

Companies adopting a shareholder approval
contingency for golden parachutes
5.6%

Manufacturing (N=126)
Financial services (N=57)

7.0

34.9%

Financial services (N=57)

38.6

Nonfinancial services (N=124)

4.8

Nonfinancial services (N=124)

Manufacturing (N=126)

45.2

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

Figure 4.6

Figure 4.8

Shareholder Approval of
Golden Parachutes, by Company Size

Anti-gross-up Policy, by Company Size

Companies adopting a shareholder approval
contingency for golden parachutes
BY ANNUAL REVENUE
$20 billion and over (N=28)

13.8
6.1
1.3

$100 million - 999 million (N=57)
Under $100 million (N=27)

78.6%

$10 billion - 19.9 billion (N=29)

$10 billion - 19.9 billion (N=29)

$1 billion - 4.9 billion (N=76)

BY ANNUAL REVENUE
$20 billion and over (N=28)

3.6%

$5 billion - 9.9 billion (N=33)

Companies with an anti-gross-up policy

58.6

$5 billion - 9.9 billion (N=33)

42.4

$1 billion - 4.9 billion (N=76)

39.5

$100 million - 999 million (N=57)
5.3

Under $100 million (N=27)

26.3
7.4

7.4

BY ASSET VALUE
BY ASSET VALUE

$100 billion and over (N=14)

$100 billion and over (N=14) 0.0
$5 billion - 99 billion (N=19)
Under $5 billion (N=24)

10.5
8.3

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

www.conferenceboard.org

$5 billion - 99 billion (N=19)
Under $5 billion (N=24)

50.0
36.8
33.3

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

Research Report  CEO and Executive Compensation Practices  2015 edition 111

 Figure 4.9

Figure 4.11

Mandatory Retention of Stock Awards, by Industry

Bonus Bank Policy, by Industry

Companies with a mandatory retention period of stock awards

Companies with a bonus bank policy

Manufacturing (N=126)

Manufacturing (N=126)

15.9%

Financial services (N=57)

43.9

Nonfinancial services (N=124)

Financial services (N=57)
Nonfinancial services (N=124)

20.2

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

1.6%

7.0
1.6

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

Figure 4.10

Figure 4.12

Mandatory Retention of Stock Awards,
by Company Size

Bonus Bank Policy, by Company Size

Companies with a mandatory retention period of stock awards
BY ANNUAL REVENUE
$20 billion and over (N=28)

21.4%

$10 billion - 19.9 billion (N=29)

24.1

$5 billion - 9.9 billion (N=33)

19.7

$100 million - 999 million (N=57)

17.5

Under $100 million (N=27)

BY ANNUAL REVENUE
$20 billion and over (N=28) 0%
$10 billion - 19.9 billion (N=29) 0
$5 billion - 9.9 billion (N=33) 0

12.1

$1 billion - 4.9 billion (N=76)

Companies with a bonus bank policy

$1 billion - 4.9 billion (N=76)

2.6

$100 million - 999 million (N=57)

3.5

Under $100 million (N=27) 0

11.1
BY ASSET VALUE

BY ASSET VALUE

$100 billion and over (N=14)

$100 billion and over (N=14)
$5 billion - 99 billion (N=19)
Under $5 billion (N=24)

64.3
42.1

$5 billion - 99 billion (N=19)
Under $5 billion (N=24)

7.1%
5.3
8.3

33.3
Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

112 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 4.13

Compensation Benchmarking Disclosure, by Industry

Companies reporting on their compensation peer group

Number of companies in compensation peer group
Decision-making body selecting the compensation peer group

Manufacturing

Financial
services

Nonfinancial
services

N=122

N=57

N=122

79.5%

82.5%

78.7%

N=96

N=45

N=96

17

14

16

N=97

N=47

N=96

Full board of directors

11.3%

10.6%

Compensation committee

92.9

93.6

90.8

Audit committee

66.0

51.1

67.0

2.0

2.1

2.1

34.0

42.6

32.0

N=97

N=47

N=96

Industry

98.0%

93.6%

96.9%

Size

93.9

93.6

96.9

7.2

17.0

10.3

Earnings performance

21.6

31.9

14.6

Another feature

31.6

19.1

27.8

N=97

N=45

N=92

42.3%

40.0%

48.9%

Another board committee
Senior management
Features used to identify the compensation peer group

Stock price performance

Aspects of senior management compensation that are
most tied to the compensation peer group
Annual base salary

7.3%

Annual contingent cash-based bonus awards

3.1

4.4

9.8

Annual contingent stock-based bonus awards
(e.g., stock options, restricted stock, etc.)

22.7

17.8

14.1

Other

32.0

37.8

27.2

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 113

 Figure 4.14

Compensation Benchmarking Disclosure, by Company Size
BY ANNUAL REVENUE
$20 billion
and over

$10 billion 19.9 billion

$5 billion 9.9 billion

$1 billion 4.9 billion

N=26

N=27

N=33

N=75

N=57

N=26

96.2%

96.3%

93.9%

88.0%

63.2%

34.6%

N=25

N=26

N=31

N=65

N=35

N=10

Number of companies in compensation peer group

19

19

17

17

15

14

Decision-making body selecting the compensation
peer group

N=25

N=26

N=31

N=66

N=36

N=9

Companies reporting on their compensation
peer group

Full board of directors
Compensation committee
Audit committee
Another board committee
Senior management
Features used to identify the compensation
peer group

0.0

7.7%

7.6%

8.3%

44.4%

100.0%

92.6

96.8

95.5

77.8

80.0

68.0

74.1

64.5

66.7

69.4

33.3

3.8

3.8

3.2

1.5

0.0

0.0

32.0

37.0

29.0

34.8

33.3

22.2

N=25

N=26

N=31

N=67

N=36

N=10

96.8%

98.5%

100.0%

100.0%

Industry

88.0%

Size

88.0

96.2

Stock price performance

12.9%

$100 million - Under $100
999 million
million

100.0%

100.0

94.0

97.2

100.0

0.0

14.8

9.7

7.6

11.1

11.1

Earnings performance

12.0

19.2

22.6

16.7

22.2

11.1

Another feature

53.8

29.6

29.0

24.2

25.0

22.2

N=26

N=25

N=29

N=65

N=34

N=10

60.0%

Aspects of senior management compensation that
are most tied to the compensation peer group
Annual base salary

34.6%

32.0%

41.4%

44.6%

64.7%

Annual contingent cash-based bonus awards

3.8

8.0

6.9

7.7

2.9

10.0

Annual contingent stock-based bonus awards
(e.g., stock options, restricted stock, etc.)

23.1

20.0

27.6

21.5

2.9

10.0

Other

38.5

40.0

24.1

26.2

29.4

20.0

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.  

114 Research Report  CEO and Executive Compensation Practices  2015 edition

(continued on next page)

www.conferenceboard.org

 Figure 4.14

Compensation Benchmarking Disclosure, by Company Size continued...
BY ASSET VALUE
$100 billion
and over

$5 billion 99 billion

Under
$5 billion

N=14

N=19

N=24

92.9%

73.7%

83.3%

N=13

N=13

N=19

Number of companies in compensation peer group

12

16

13

Decision-making body selecting the compensation
peer group

N=13

N=14

N=20

Companies reporting on their compensation
peer group

Full board of directors

7.7%

0

20.0%

Compensation committee

84.6

100%

95.0

Audit committee

61.5

28.6

60.0

Another board committee

0

0

30.8

28.6

60.0

N=13

N=14

N=20

Industry

92.3%

92.9%

95.0%

Size

92.3

Stock price performance

15.4

Earnings performance
Another feature

Senior management
Features used to identify the compensation
peer group

Aspects of senior management compensation that
are most tied to the compensation peer group
Annual base salary

7.7

100

90.0

7.1

25.0

30.8

21.4

40.0

23.1

28.6

10.0

N=12

N=13

N=20

16.7%

46.2%

50.0%

Annual contingent cash-based bonus awards

0

0

10.0

Annual contingent stock-based bonus awards
(e.g., stock options, restricted stock, etc.)

16.7

15.4

20.0

Other

66.7

38.5

20.0

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 115

 Figure 4.15

Compensation Risk Disclosure, by Industry

Compensation risk disclosure type
After reviewing its compensation policies and practices, the company concluded
and disclosed that they are reasonably likely to have a material adverse effect on
the company

Manufacturing

Financial
services

Nonfinancial
services

N=121

N=57

N=119

1.7%

1.8%

0.8%

After reviewing its compensation policies and practices, the company concluded
and disclosed that they are NOT reasonably likely to have a material adverse effect
on the company

77.7

61.4

69.7

After reviewing its compensation policies and practices, the company DID NOT make
any disclosure as it concluded that those policies and practices are not reasonably
likely to have a material adverse effect on the company

20.7

36.8

29.4

N=96

N=36

N=84

In the Compensation Discussion & Analysis section

60.4%

58.3%

67.9%

In the Board Oversight/Corporate Governance section

35.4

25.0

23.8

In the introduction to the Compensation Table

3.1

2.8

1.2

In the narrative following the Compensation Table

2.1

5.6

4.8

In the response to a shareholder proposal

0.0

0.0

0.0

In a new, separate section

8.3

22.2

10.7

N=96

N=36

N=84

Clawback policies

54.2%

69.4%

60.7%

Share ownership guidelines requiring employees to retain award shares for
a specified period or through retirement

44.3

69.4

54.8

Multi-year vesting periods for equity grants

72.2

80.6

83.3

Compensation program based on a mix of cash and equity and of annual and
longer-term incentives

86.6

69.4

83.3

The use of a variety of performance metrics to determine compensation, so as
to avoid excessive emphasis on a single measure

71.1

66.7

70.2

A cap on maximum incentive award payouts for top executives

49.0

44.4

51.2

Performance evaluations of executives over extended time periods

27.1

25.0

22.6

5.2

8.3

13.1
N=123

Placement of compensation risk disclosure in proxy statement

Disclosed measures adopted to mitigate compensation risk

Other
Delegation of responsibility for compensation risk assessment

N=124

N=57

Full board of directors

15.3%

12.3%

Compensation committee

83.1

80.7

89.4

Another board committee

1.6

5.3

2.4

Chief risk officer

0.0

1.8

1.6

6.5%

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

116 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 4.16

Compensation Risk Disclosure, by Company Size
BY ANNUAL REVENUE

Compensation risk disclosure type

$20 billion
and over

$10 billion 19.9 billion

$5 billion 9.9 billion

$1 billion 4.9 billion

N=33

N=75

$100 million - Under $100
999 million
million

N=26

N=27

After reviewing its compensation policies and
practices, the company concluded and disclosed
that they are reasonably likely to have a material
adverse effect on the company

0.0

0.0

After reviewing its compensation policies and
practices, the company concluded and disclosed
that they are NOT reasonably likely to have a
material adverse effect on the company

96.2%

88.9%

84.8

76.0

63.5

37.0%

After reviewing its compensation policies and
practices, the company DID NOT make any
disclosure as it concluded that those policies
and practices are not reasonably likely to have a
material adverse effect on the company

3.8

11.1

12.1

22.7

34.6

63.0

N=25

N=24

N=29

N=58

N=34

N=10

In the Compensation Discussion & Analysis section

80.0%

54.2%

65.5%

53.4%

67.6%

90.0%

In the Board Oversight/Corporate Governance section

28.0

33.3

31.0

39.7

17.6

10.0

In the introduction to the Compensation Table

4.0

0.0

0.0

1.7

5.9

0.0

In the narrative following the Compensation Table

0.0

0.0

0.0

3.4

11.8

0.0

In the response to a shareholder proposal

0.0

0.0

0.0

0.0

0.0

0.0

20.0

8.3

13.8

6.9

2.9

10.0

N=25

N=24

N=29

N=58

N=34

N=10

Clawback policies

84.0%

70.8%

65.5%

55.2%

35.3%

20.0%

Share ownership guidelines requiring employees
to retain award shares for a specified period or
through retirement

65.4

54.2

62.1

55.2

17.6

30.0

Multi-year vesting periods for equity grants

88.5

70.8

79.3

75.9

76.5

70.0

Compensation program based on a mix of cash and
equity and of annual and longer-term incentives

96.2

75.0

72.4

87.9

88.2

90.0

The use of a variety of performance metrics to
determine compensation, so as to avoid excessive
emphasis on a single measure

92.3

62.5

65.5

69.0

70.6

60.0

A cap on maximum incentive award payouts for
top executives

44.0

54.2

44.8

62.1

41.2

30.0

Performance evaluations of executives over
extended time periods

20.0

20.8

31.0

27.6

26.5

10.0

Other

26.9

4.2

0.0

6.9

8.8

10.0

Placement of compensation risk disclosure
in proxy statement

In a new, separate section
Disclosed measures adopted to mitigate
compensation risk

3.0%

1.3%

N=52

1.9%

N=27

0.0

(continued on next page)
Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 117

 Figure 4.16

Compensation Risk Disclosure, by Company Size continued...
BY ANNUAL REVENUE

Delegation of responsibility for compensation
risk assessment
Full board of directors

$20 billion
and over

$10 billion 19.9 billion

$5 billion 9.9 billion

$1 billion 4.9 billion

N=27

N=28

N=33

N=76

N=56

N=27

12.1%

13.2%

12.5%

18.5%
81.5

0

3.6%

$100 million - Under $100
999 million
million

Compensation committee

96.3%

92.9

84.8

84.2

83.9

Another board committee

3.7

3.6

0

2.6

1.8

0

Chief risk officer

0

0

3.0

0

1.8

0

BY ASSET VALUE

Compensation risk disclosure type
After reviewing its compensation policies and
practices, the company concluded and disclosed
that they are reasonably likely to have a material
adverse effect on the company

$100 billion
and over

$5 billion 99 billion

Under
$5 billion

N=14

N=19

N=24

0

5.3%

0

After reviewing its compensation policies and
practices, the company concluded and disclosed
that they are NOT reasonably likely to have a
material adverse effect on the company

78.6%

31.6

75.0%

After reviewing its compensation policies and
practices, the company DID NOT make any
disclosure as it concluded that those policies
and practices are not reasonably likely to have a
material adverse effect on the company

21.4

63.2

25.0

N=11

N=7

N=18

In the Compensation Discussion & Analysis section

45.5%

57.1%

66.7%

In the Board Oversight/Corporate Governance section

63.6

0

11.1

In the introduction to the Compensation Table

0

0

5.6

In the narrative following the Compensation Table

9.1

In the response to a shareholder proposal

Placement of compensation risk disclosure
in proxy statement

In a new, separate section

14.3

0

0

0

0

27.3

28.6

16.7

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.
(continued on next page)

118 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 4.16

Compensation Risk Disclosure, by Company Size continued...
BY ASSET VALUE

Disclosed measures adopted to mitigate
compensation risk

$100 billion
and over

$5 billion 99 billion

Under
$5 billion

N=11

N=7

N=18

Clawback policies

100.0%

71.4%

50.0%

Share ownership guidelines requiring employees
to retain award shares for a specified period or
through retirement

100.0

57.1

55.6

Multi-year vesting periods for equity grants

81.8

71.4

83.3

Compensation program based on a mix of cash and
equity and of annual and longer-term incentives

90.9

71.4

55.6

The use of a variety of performance metrics to
determine compensation, so as to avoid excessive
emphasis on a single measure

72.7

71.4

61.1

A cap on maximum incentive award payouts for
top executives

54.5

42.9

38.9

Performance evaluations of executives over
extended time periods

45.5

0.0

22.2

Other

18.2

0.0

5.6

N=14

N=19

N=24

Full board of directors

14.3%

10.5%

12.5%

Compensation committee

64.3

84.2

87.5

Another board committee

14.3

5.3

0.0

7.1

0.0

0.0

Delegation of responsibility for compensation
risk assessment

Chief risk officer
Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 119

 Figure 4.17

Compensation Consultant Fee Disclosure, by Industry
Manufacturing

Financial
services

Nonfinancial
services

N=125

N=57

N=124

69.6%

66.7%

63.7%

N=85

N=37

N=78

Companies reporting the names of compensation consultants
in proxy disclosure
Decision-making body that retained the compensation
consultants
Full board of directors

2.4%

Compensation committee

96.5

0.0
97.4%

2.6%
97.5

Audit committee

0.0

0.0

1.3

Another board committee

4.7

2.7

6.4

Senior management

3.6

8.1

6.4

N=81

N=37

N=75

Disclosed aggregate annual fee paid to compensation
consultants for compensation-related services
Companies with disclosed amount in U.S. dollars (see below)

30.9%

27.0%

25.3%

Not disclosed, as the fee was lower than the threshold for
which securities laws require disclosure

69.1

73.0

74.7

N=25

N=8

N=19

Median: $132,000

Median: $128,577

Median: $110,000

Mean: $138,563

Mean: $141,876

Mean: $147,234

N=80

N=35

N=74

Companies with disclosed amount in U.S. dollars (see below)

22.5%

22.9%

16.2%

Not disclosed, as the fee was lower than the threshold for
which securities laws require disclosure

77.5

77.1

83.8

N=18

N=7

N=12

Median: $20,000

Median: $4,000

Median: $15,000

Mean: $798,278

Mean: $1,004,268

Mean: $117,620

Fee for compensation-related services (in U.S. dollars)

Disclosed aggregate annual fee paid to compensation
consultants for additional services

Fee for additional services (in U.S. dollars)

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

120 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 4.18

Compensation Consultant Fee Disclosure, by Company Size
BY ANNUAL REVENUE

Companies reporting the names of compensation
consultants in proxy disclosure
Decision-making body that retained the
compensation consultants
Full board of directors
Compensation committee
Audit committee
Another board committee
Senior management
Disclosed aggregate annual fee paid to compensation
consultants for compensation-related services

$20 billion
and over

$10 billion 19.9 billion

$5 billion 9.9 billion

$1 billion 4.9 billion

N=28

N=28

N=33

N=76

N=57

N=27

92.9%

71.4%

75.8%

78.9%

50.9%

22.2%

N=28

N=28

N=33

N=76

N=57

N=27

0.0

5.0%

100.0%

95.0

12.0%
92.0

$100 million - Under $100
999 million
million

0.0

0.0

0.0

98.3%

96.6%

100.0%

0.0

0.0

0.0

1.7

0.0

0.0

12.0

5.0

8.3

3.3

0.0

16.7

4.2

0.0

16.7

1.7

7.1

0.0

N=24

N=18

N=24

N=58

N=26

N=6

Companies with disclosed amount in U.S. dollars

33.3%

11.1%

41.7%

20.7%

30.8%

66.7%

Not disclosed, as the fee was lower than the threshold
for which securities laws require disclosure

66.7

88.9

58.3

79.3

69.2

33.3

N=23

N=18

N=24

N=57

N=26

N=6

25.0%

19.3%

23.1%

66.7%

75.0

80.7

76.9

33.3

Disclosed aggregate annual fee paid to
compensation consultants for additional services
Companies with disclosed amount in U.S. dollars
Not disclosed, as the fee was lower than the threshold
for which securities laws require disclosure

8.7%
91.3

5.6%
94.4

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.
(continued on next page)

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 121

 Figure 4.18

Compensation Consultant Fee Disclosure, by Company Size continued...
BY ASSET VALUE

Companies reporting the names of compensation
consultants in proxy disclosure
Decision-making body that retained the
compensation consultants
Full board of directors
Compensation committee

$10 billion 24.9 billion

$1 billion 9.9 billion

Under
$1 billion

N=14

N=19

N=24

85.7%

57.9%

62.5%

N=14

N=19

N=24

0.0

0.0

0.0

100.0%

100.0%

93.3%

Audit committee

0.0

0.0

0.0

Another board committee

8.3

0.0

0.0

Senior management

8.3

9.1

7.1

N=11

N=11

N=15

Companies with disclosed amount in U.S. dollars

36.4%

36.4%

13.3%

Not disclosed, as the fee was lower than the threshold
for which securities laws require disclosure

63.6

63.6

86.7

N=11

N=10

N=14

Companies with disclosed amount in U.S. dollars

36.4%

20.0%

14.3%

Not disclosed, as the fee was lower than the threshold
for which securities laws require disclosure

63.6

80.0

85.7

Disclosed aggregate annual fee paid to compensation
consultants for compensation-related services

Disclosed aggregate annual fee paid to
compensation consultants for additional services

Source: The Conference Board/NASDAQ OMX/NYSE, 2015.

122 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 
r?


PARTV 
SAY-ON-PAY .
AND 9 .
PROPOSALS ONa?xgculeE  
.. 

   
  

 

.?Q'o I



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I 
0:0? 
L. 

Figure 5.1

Management Proposals on Executive Compensation—by Topic (2011, 2014, and 2015)
Number of voted management proposals (percentage of total)*
2014 n=3,262

2015 n= 2,963
Other executive compensation,
985 (33.2)

Advisory vote on
executive compensation
(“say on pay”),
1,879 (63.4%)

Advisory vote on
golden parachute
compensation
(“say on
parachutes”),
3 (0.1)

Other executive
compensation,
947 (29.0)

Advisory vote on executive
compensation (“say on pay”),
2,220 (68.1%)

Advisory vote on
golden parachute
compensation
(“say on
parachutes”),
3 (0.1)

Advisory vote on frequency
of compensation vote
(“say-on-pay frequency”),
92 (2.8)

2011 n=3,326

Advisory vote on frequency
of compensation vote
(“say-on-pay frequency”),
96 (3.2)

Other executive
compensation,
1,014 (30.5)

Advisory vote on executive
compensation (“say on pay”),
2,311 (69.5%)

Advisory vote on
golden parachute
compensation
(“say on
parachutes”),
1 (0.0)
*Totals only include proposals for which detailed voting results were reported, not those reported only as pass/fail, not voted on, or pending/never disclosed.
Note: In some instances, this report revises calculations published in the prior edition to reflect updates to the dataset and, in particular, information on AGMs
that was not yet reported or captured as of the cut-off date indicated in the methodology. For this reason, direct year-on-year comparisons with the prior edition
are not always valid.
Source: The Conference Board/FactSet, 2015.

Figure 5.2

Management Proposals on Executive Compensation—Average Voting Results, by Topic (2015)

Topic
Advisory vote on executive compensation
(“say on pay”)
Advisory vote on frequency of compensation
vote (“say-on-pay frequency”)
Advisory vote on golden parachute
compensation (“say on parachutes”)
Other executive compensation

Voted
proposals
1,879

As a percentage of votes cast
For
91.0%

Against
8.2%

Abstain
0.8%

As a percentage of shares outstanding
For
72.3%

Against
6.4%

Abstain
0.6%

Nonvotes
10.3%

96

—

—

—

—

—

—

—

3

73.5

26.1

0.4

58.1

21.2

0.3

8.7

985

91.8

7.5

0.8

73.2

5.8

0.6

10.2

Note: Total voted proposals includes “say-on-pay frequency” proposals, but results for those proposals are not included in averages because they are not for/
against/abstain votes. For management proposals at companies that have a multishare system where certain classes of stock only vote on certain proposal types,
results as a percentage of shares outstanding are not included because they would skew support level statistics. Percentages may not add to 100 due to rounding.
Source: The Conference Board/FactSet, 2015.

124 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 5.3

Say-on-Pay Votes—Failed Proposals (2014-2015)
As a percentage of votes cast
Company

Ticker Industry

Outcome

For

Against

Abstain

As a percentage of shares outstanding
For

Against

Abstain

Nonvote

2015
Biglari Holdings Inc.
United Therapeutics Corporation

BH

Consumer services

Fail

50.0%

43.5%

6.6%

43.1%

37.5%

5.7%

n/a

UTHR

Health technology

Fail

49.7

49.6

0.7

44.5

44.3

0.6

4.1%

ATI

Non-energy minerals

Fail

49.3

49.3

1.4

38.7

38.7

1.1

9.2

Actua Corporation

ACTA

Technology services

Fail

49.2

50.0

0.9

43.5

44.2

0.8

4.8

Carriage Services Inc.

CSV

Consumer services

Fail

48.7

50.2

1.2

32.3

33.3

0.8

25.6

Basic Energy Services, Inc.

BAS

Industrial services

Fail

48.3

50.3

1.4

32.0

33.4

0.9

18.9

Allegheny Technologies
Incorporated

Eagle Bancorp, Inc.

EGBN

Finance

Fail

48.2

50.7

1.1

37.8

39.8

0.9

13.7

Customers Bancorp, Inc.

CUBI

Finance

Fail

47.9

51.9

0.2

36.5

39.5

0.2

n/a

Superior Industries
International, Inc.

SUP

Producer
manufacturing

Fail

47.6

49.8

2.6

42.6

44.6

2.3

2.6

Natural Gas Services Group, Inc.

NGS

Producer
manufacturing

Fail

47.2

52.2

0.6

38.6

42.6

0.5

12.9

Fidelity National Financial, Inc.

FNF

Finance

Fail

47.1

52.5

0.4

39.5

44.1

0.3

n/a

W.R. Berkley Corporation

WRB

Finance

Fail

46.3

53.1

0.5

39.0

44.7

0.5

6.4

SPX Corporation

SPW

Producer
manufacturing

Fail

46.3

53.0

0.7

39.3

45.1

0.6

6.4

BBCN Bancorp, Inc.

BBCN

Finance

Fail

45.8

54.2

0.0

39.3

46.5

0.0

6.2

Checkpoint Systems, Inc.

CKP

Electronic technology

Fail

45.6

54.2

0.2

38.7

45.9

0.2

8.0

Vertex Pharmaceuticals
Incorporated

VRTX

Health technology

Fail

45.1

54.8

0.1

40.1

48.7

0.1

2.5

Argan, Inc.

AGX

Distribution Services

Fail

45.0

54.6

0.4

34.7

42.2

0.3

14.7

MRVL

Electronic technology

Fail

43.8

56.0

0.2

33.9

43.4

0.2

13.5

Masimo Corporation

MASI

Health technology

Fail

43.5

56.4

0.1

39.1

50.7

0.1

4.6

Dynamic Materials Corporation

BOOM Producer
manufacturing

Fail

42.9

50.4

6.7

33.8

39.7

5.3

13.0

Finance

Fail

42.7

57.2

0.1

38.3

51.3

0.0

5.8

Communications

Fail

41.0

58.1

1.0

36.2

51.2

0.8

3.4

Finance

Fail

40.3

59.2

0.5

35.0

51.4

0.5

9.1

PODD

Health technology

Fail

39.9

59.1

1.0

35.4

52.4

0.9

4.4

SPPI

Health technology

Fail

39.4

60.1

0.5

23.0

35.2

0.3

28.3

Marvell Technology Group Ltd.

Restoration Hardware
Holdings, Inc.
Cogent Communications
Holdings, Inc.
Astoria Financial Corporation
Insulet Corporation
Spectrum Pharmaceuticals, Inc.

RH
CCOI
AF

Cornerstone OnDemand, Inc.

CSOD

Technology services

Fail

37.5

62.5

0.0

32.2

53.6

0.0

14.6

Kate Spade & Company

KATE

Consumer
nondurables

Fail

37.5

62.3

0.1

34.1

56.6

0.1

3.2

Tutor Perini Corporation

TPC

Industrial services

Fail

37.2

61.7

1.1

33.3

55.2

1.0

6.2

Dex Media, Inc.

DXM

Commercial services

Fail

36.4

58.8

4.8

17.9

28.8

2.3

36.9

Luminex Corporation

LMNX

Health technology

Fail

35.9

63.8

0.3

25.5

45.3

0.2

20.9

Finance

Fail

34.9

65.0

0.1

29.0

54.0

0.1

5.5

Technology services

Fail

31.5

63.0

5.5

20.0

40.1

3.5

23.8

Mack-Cali Realty Corporation
Monster Worldwide, Inc.

CLI
MWW

Note: Blue shaded areas indicate companies that appear on both 2014 and 2015 lists.

www.conferenceboard.org

(continued on next page)

Research Report  CEO and Executive Compensation Practices  2015 edition 125

 Figure 5.3

Say-on-Pay Votes—Failed Proposals (2014-2015) continued...
As a percentage of votes cast
Company

Ticker Industry

Outcome

For

Against

Abstain

As a percentage of shares outstanding
For

Against

Abstain

Nonvote

Hospira, Inc.

HSP

Health technology

Fail

31.4%

67.9%

0.7%

26.0%

56.3%

0.6%

5.6%

TCF Financial Corporation

TCB

Finance

Fail

30.6

69.2

0.1

26.1

58.9

0.1

5.7

BankUnited, Inc.

BKU

Finance

Fail

30.6

68.6

0.8

27.1

60.7

0.7

4.7

MedAssets, Inc.,

MDAS

Technology services

Fail

30.2

69.7

0.1

27.7

64.0

0.1

4.6

DAR

Consumer
nondurables

Fail

29.9

68.1

1.9

24.9

56.6

1.6

9.8

Resolute Energy Corporation

REN

Energy minerals

Fail

29.1

70.5

0.4

19.4

47.0

0.2

21.9

ICU Medical, Inc.

ICUI

Health technology

Fail

28.4

71.4

0.2

23.6

59.2

0.1

4.3

WLT

Energy minerals

Fail

27.6

70.4

2.0

5.8

14.9

0.4

45.3

Distribution services

Fail

24.3

75.4

0.3

18.9

58.6

0.3

n/a

Darling Ingredients Inc.

Walter Energy, Inc.
Schnitzer Steel Industries, Inc.

SCHN

Acacia Research Corp.

ACTG

Electronic technology

Fail

21.5

77.4

1.1

17.2

61.8

0.9

11.8

Knoll, Inc.

KNL

Producer
manufacturing

Fail

20.4

79.5

0.2

18.3

71.5

0.2

2.8

NUAN

Technology services

Fail

14.6

85.2

0.2

10.0

58.6

0.1

18.7

VCA Inc.

WOOF

Process industries

Fail

48.4%

51.5%

0.1%

42.2%

44.9%

0.1%

4.8%

Spok Holdings, Inc.

SPOK

Communications

Fail

47.8

52.0

0.1

40.8

44.4

0.1

7.7

LegacyTexas Financial Group, Inc.

LTXB

Finance

Fail

47.5

51.7

0.8

41.5

45.3

0.7

5.4

Titan International, Inc.

TWI

Consumer durables

Fail

47.0

52.0

1.0

35.2

39.0

0.8

16.2

CSV

Consumer services

Fail

46.9

52.7

0.4

31.5

35.4

0.3

23.4

Fail

46.7

50.0

3.3

23.9

25.6

1.7

31.1

Nuance Communications, Inc.

2014

Carriage Services Inc.
Consolidated Water Co. Ltd.

CWCO Utilities

Staples, Inc.

SPLS

Distribution services

Fail

46.2

53.5

0.3

34.7

40.2

0.2

9.3

Cogent Communications
Holdings, Inc.

CCOI

Communications

Fail

46.2

53.8

0.1

40.0

46.7

0.0

5.0

Industrial services

Fail

46.0

53.9

0.2

39.7

46.6

0.1

6.6

Willbros Group, Inc.
Cynosure, Inc.

WG
CYNO

Health technology

Fail

45.9

51.3

2.8

36.0

40.3

2.2

12.5

Hasbro, Inc.

HAS

Consumer durables

Fail

45.9

53.8

0.3

36.9

43.3

0.3

7.9

TCF Financial Corporation

TCB

Genpact Limited
New York Community
Bancorp, Inc.
Everest Re Group, Ltd.
Allscripts Healthcare
Solutions, Inc.
Tutor Perini Corporation

Finance

Fail

45.5

54.4

0.1

36.8

44.0

0.1

6.7

Commercial services

Fail

45.4

54.2

0.3

40.1

47.8

0.3

4.1

NYCB

Finance

Fail

45.2

52.7

2.1

27.7

32.2

1.3

28.6

RE

G

Finance

Fail

45.2

54.5

0.3

37.4

45.1

0.2

1.7

MDRX

Electronic technology

Fail

45.0

54.3

0.7

40.0

48.2

0.6

5.4

TPC

Industrials services

Fail

44.4

55.5

0.0

39.4

49.2

0.0

6.5

TRW Automotive Holdings Corp.

TRW

Consumer durables

Fail

43.7

56.2

0.2

38.4

49.4

0.2

3.8

Expeditors International of
Washington, Inc.

EXPD

Transportation

Fail

43.3

54.7

2.0

34.4

43.4

1.6

7.7

RadioShack Corporation

RSHCQ Retail trade

Fail

43.1

53.1

3.8

16.6

20.4

1.5

30.9

Medidata Solutions, Inc.

MDSO Technology services

Fail

42.9

56.9

0.2

35.9

47.5

0.2

6.6

PacWest Bancorp

PACW

Fail

42.7

57.2

0.1

36.7

49.3

0.1

7.3

Finance

Note: Blue shaded areas indicate companies that appear on both 2014 and 2015 lists.

126 Research Report  CEO and Executive Compensation Practices  2015 edition

(continued on next page)

www.conferenceboard.org

 Figure 5.3

Say-on-Pay Votes—Failed Proposals (2014-2015) continued...
As a percentage of votes cast
Company
Sensient Technologies
Corporation
Whiting Petroleum Corporation

Ticker Industry

Outcome

For

Against
49.7%

7.7%

SXT

Distribution services

Fail

42.6%

WLL

Abstain

As a percentage of shares outstanding
For

Against

Abstain

Nonvote

38.5%

44.9%

6.9%

n/a

Energy minerals

Fail

41.8

57.7

0.5

33.3

46.0

0.4

8.3

United Therapeutics
Corporation

UTHR

Health technology

Fail

41.4

58.0

0.6

34.1

47.7

0.5

7.4

FirstMerit Corp.

FMER

Finance

Fail

41.4

57.8

0.8

31.5

44.0

0.6

11.4

OSUR

Health technology

Fail

41.3

58.3

0.3

29.4

41.5

0.2

21.0

DNDNQ Health technology

Fail

40.6

57.5

1.9

11.0

15.5

0.5

48.9

OraSure Technologies, Inc.
Dendreon Corporation
Nabors Industries Ltd.

NBR

Industrial services

Fail

40.2

59.5

0.3

33.4

49.5

0.3

5.8

Rovi Corporation

ROVI

Technology services

Fail

39.8

56.2

3.9

35.3

49.9

3.5

5.1

Endurance Specialty
Holdings Ltd.

ENH

Finance

Fail

39.2

60.7

0.0

35.5

55.0

0.0

3.6

Splunk Inc.

SPLK

Technology services

Fail

38.8

57.7

3.5

32.3

48.0

3.0

9.8

Orexigen Therapeutics, Inc.

OREX

Health technology

Fail

38.3

61.4

0.3

24.6

39.5

0.2

22.4

Monster Worldwide, Inc.

MWW

Technology services

Fail

36.8

58.9

4.3

26.3

42.1

3.1

18.0

Retail trade

Fail

35.9

62.1

2.0

24.1

41.6

1.3

17.9

Aeropostale, Inc.

ARO

Hologic, Inc.

HOLX

Health technology

Fail

34.4

65.5

0.1

29.9

56.9

0.1

4.9

Guess?, Inc.

GES

Consumer
nondurables

Fail

33.8

63.5

2.7

31.5

59.2

2.5

3.0

Epiq Systems, Inc.

EPIQ

Technology services

Fail

33.3

66.7

0.1

30.6

61.3

0.1

4.9

Spectrum Pharmaceuticals, Inc.

SPPI

Health technology

Fail

32.8

66.7

0.6

16.3

33.1

0.3

30.9

American Realty Capital
Properties, Inc.

ARCP

Finance

Fail

31.7

66.1

2.2

17.4

36.3

1.2

26.9

Consumer services

Fail

30.9

58.3

10.8

24.8

46.7

8.6

13.8

Biglari Holdings Inc.
FleetCor Technologies, Inc.
Masimo Corporation

BH
FLT
MASI

Finance

Fail

30.1

69.5

0.4

22.2

51.2

0.3

7.0

Health technology

Fail

30.1

69.2

0.7

26.6

61.1

0.7

8.6

Mack-Cali Realty Corporation

CLI

Finance

Fail

30.0

68.7

1.3

25.1

57.6

1.1

7.8

CIBER, Inc.

CBR

Technology services

Fail

29.9

64.3

5.8

24.5

52.7

4.7

11.0

CBL

Finance

Fail

29.7

70.1

0.1

25.1

59.3

0.1

9.3

Energy minerals

Fail

28.6

71.2

0.2

16.0

39.8

0.1

29.1

CBL & Associates Properties, Inc.
Sabine Oil & Gas Corporation

SOGC

Lexington Realty Trust

LXP

Finance

Fail

27.6

71.8

0.6

20.9

54.2

0.4

13.6

Medifast, Inc.

MED

Consumer services

Fail

27.3

70.4

2.3

20.8

53.7

1.8

11.1

CYS Investments, Inc.

CYS

Finance

Fail

26.8

72.3

0.8

15.1

40.8

0.5

31.1

BroadSoft, Inc.

BSFT

Technology services

Fail

26.8

73.2

0.0

23.7

64.6

0.0

6.5

Riverbed Technology, Inc.

RVBD

Technology services

Fail

26.8

72.6

0.6

22.4

60.7

0.5

11.4

Chipotle Mexican Grill, Inc.

CMG

Consumer services

Fail

23.3

76.5

0.1

19.4

63.6

0.1

7.4

Note:  Blue shaded areas indicate companies that appear on both 2014 and 2015 lists.
Percentages may not add to 100 due to rounding. 2015 results do not include proposals reported as pending/not disclosed as of July 6, 2014.
Source: The Conference Board/FactSet, 2015

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 127

 Figure 5.4

Say-on-Pay Votes—Proposals Receiving Less Than 70 Percent Support (2014-2015)
As a percentage of votes cast
Company

Ticker Industry

Outcome

For

Against

Abstain

Health services

Pass

69.8%

30.1%

0.0%

As a percentage of shares outstanding
For

Against

Abstain

60.0%

25.9%

0.0%

Nonvote

2015
Healthways, Inc.
ITC Holdings Corp.

HWAY
ITC

6.2%

Utilities

Pass

69.6

29.9

0.4

59.5

25.5

0.4

9.2

Honeywell International Inc.

HON

Producer
manufacturing

Pass

69.5

29.8

0.7

55.8

23.9

0.6

9.4

Titan International, Inc.

TWI

Consumer durables

Pass

69.3

29.2

1.5

49.0

20.6

1.1

18.8

Unum Group

UNM

Finance

Pass

69.3

30.6

0.2

59.7

26.3

0.1

4.0

Universal Display Corporation

OLED

Producer
manufacturing

Pass

69.1

28.7

2.2

44.7

18.6

1.4

24.9

LifePoint Health, Inc.

LPNT

Health services

Pass

69.1

30.7

0.2

62.1

27.6

0.2

2.6

Gulfport Energy Corporation

GPOR

Energy minerals

Pass

69.0

31.0

0.1

58.1

26.1

0.1

4.3

Enstar Group Limited

ESGR

Finance

Pass

68.8

31.0

0.2

57.9

26.1

0.1

n/a

SkyWest, Inc

SKYW

Transportation

Pass

68.8

30.9

0.2

55.2

24.8

0.2

8.1

Altera Corporation

ALTR

Electronic technology

Pass

68.7

30.0

1.3

58.5

25.5

1.1

5.2

ENH

Finance

Pass

68.7

31.3

0.0

61.4

28.0

0.0

3.3

Consumer services

Pass

68.5

31.0

0.4

61.0

27.6

0.4

2.2

Endurance Specialty Holdings Ltd.
Aramark

ARMK

Pier 1 Imports, Inc.

PIR

Retail trade

Pass

68.5

31.0

0.5

57.6

26.1

0.4

8.7

International Shipholding
Corporation

ISH

Transportation

Pass

68.4

1.9

29.7

63.3

1.7

27.5

n/a

Willbros Group, Inc.

WG

Industrial services

Pass

68.1

31.6

0.3

52.8

24.6

0.2

11.0

West Corporation

WSTC

Commercial services

Pass

67.0

32.6

0.4

63.1

30.7

0.4

2.2

Expeditors International of
Washington, Inc.

EXPD

Transportation

Pass

66.5

32.5

0.9

54.3

26.5

0.8

5.8

Mobile Mini, Inc.

MINI

Transportation

Pass

66.5

33.2

0.3

59.5

29.8

0.2

4.9

SL Green Realty Corp.

SLG

Finance

Pass

66.3

33.6

0.1

60.3

30.6

0.1

1.1

Citizens, Inc.

CIA

Finance

Pass

66.3

0.5

33.2

16.5

0.1

8.3

6.2

Albemarle Corporation

ALB

Process industries

Pass

65.9

33.6

0.5

56.3

28.7

0.4

5.6

American Tower Corporation

AMT

Communications

Pass

65.8

33.4

0.7

56.0

28.4

0.6

5.7

Tronox Ltd.

TROX

Nonenergy minerals

Pass

65.5

34.5

0.0

59.0

31.0

0.0

5.5

Retail Opportunity
Investments Corp.

ROIC

Finance

Pass

65.4

34.3

0.2

55.1

28.9

0.2

9.8

SolarWinds, Inc.

SWI

Technology services

Pass

65.4

33.2

1.4

53.1

27.0

1.1

2.9

Nabors Industries Ltd.

NBR

Industrial services

Pass

65.3

34.1

0.5

53.1

27.7

0.4

7.0

Yum! Brands, Inc.

YUM

Consumer services

Pass

65.3

32.5

2.2

45.1

22.4

1.5

10.9

Caterpillar Inc.

CAT

Producer
manufacturing

Pass

65.2

34.1

0.8

43.8

22.9

0.5

19.4

Brooks Automation, Inc.

BRKS

Electronic technology

Pass

65.1

34.6

0.2

54.9

29.2

0.2

8.1

Fidelity Southern Corporation

LION

Finance

Pass

65.1

31.4

3.5

57.9

27.9

3.1

5.9

Activision Blizzard, Inc.

ATVI

Technology services

Pass

65.1

34.4

0.6

56.2

29.7

0.5

5.4

CIBER, Inc.

CBR

Technology services

Pass

65.0

34.9

0.1

54.2

29.1

0.1

10.1

CytRx Corporation

CYTR

Health technology

Pass

64.4

33.0

2.6

26.4

13.5

1.1

28.7

The Ultimate Software Group, Inc.

ULTI

Technology services

Pass

64.3

33.8

2.0

57.8

30.3

1.8

6.4

Note: Blue shaded areas indicate companies that appear on both 2014 and 2015 lists.

128 Research Report  CEO and Executive Compensation Practices  2015 edition

(continued on next page)

www.conferenceboard.org

 Figure 5.4

Say-on-Pay Votes—Proposals Receiving Less Than 70 Percent Support (2014-2015) continued...
As a percentage of votes cast
Company

Ticker Industry
Finance

Outcome

For

Against

Pass

64.0%

32.7%

Abstain
3.4%

As a percentage of shares outstanding
For

Against

56.1%

28.6%

Abstain
3.0%

Nonvote

Tanger Factory Outlet
Centers, Inc.

SKT

6.0%

RenaissanceRe Holdings Ltd.

RNR

Finance

Pass

63.7

34.4

1.9

53.0

28.6

1.6

4.1

Oasis Petroleum Inc.

OAS

Energy minerals

Pass

63.2

36.6

0.1

48.0

27.8

0.1

14.8

Career Education Corporation

CECO

Consumer services

Pass

63.1

36.9

0.1

46.2

27.0

0.0

14.3

Philip Morris International Inc.

PM

Consumer
nondurables

Pass

62.8

36.5

0.7

45.4

26.4

0.5

16.0

FCFS

Retail trade

Pass

62.8

36.9

0.3

51.7

30.4

0.2

9.4

Cheniere Energy, Inc.

LNG

Utilities

Pass

62.7

36.8

0.5

48.6

28.5

0.4

11.7

McDermott International, Inc.

MDR

Producer
manufacturing

Pass

62.5

37.2

0.3

42.4

25.2

0.2

21.7

Commercial services

Pass

62.3

37.5

0.2

56.3

34.0

0.2

2.8

First Cash Financial Services, Inc.

Magellan Health, Inc.

MGLN

Liberty TripAdvisor Holdings, Inc.

LTRPA

Praxair, Inc.
Tejon Ranch Co.
National Bank Holdings
Corporation

Finance

Pass

62.2

37.6

0.2

51.5

31.1

0.1

6.7

Process industries

Pass

62.2

37.4

0.5

50.7

30.4

0.4

6.4

TRC

Finance

Pass

62.1

37.4

0.5

49.9

30.1

0.4

n/a

NBHC

Finance

Pass

62.0

38.0

0.0

57.1

35.0

0.0

1.4

PX

Teradata Corporation

TDC

Electronic technology

Pass

61.8

37.7

0.5

48.0

29.2

0.4

8.1

Griffon Corporation

GFF

Producer
manufacturing

Pass

61.7

35.3

3.0

57.4

32.8

2.8

3.3

JPM

Finance

Pass

61.4

38.2

0.4

46.7

29.1

0.3

10.5

Technology services

Pass

61.2

37.0

1.8

34.3

20.7

1.0

18.8

JPMorgan Chase & Co.
Carbonite, Inc.

CARB

The Advisory Board Company

ABCO

Commercial services

Pass

61.0

38.5

0.5

56.8

35.8

0.4

3.9

Energy minerals

Pass

61.0

38.9

0.1

52.8

33.7

0.1

3.1

ANR

Energy minerals

Pass

60.9

37.8

1.3

24.7

15.3

0.5

34.5

NSR

Communications

Pass

60.9

38.6

0.5

51.6

32.7

0.4

6.9

Cobalt International Energy, Inc.

CIE

Alpha Natural Resources, Inc.
NeuStar, Inc.

Energy minerals

Pass

60.9

38.5

0.6

28.5

18.1

0.3

34.4

SunEdison, Inc.

Seventy Seven Energy Inc.

SUNE

Electronic technology

Pass

60.1

39.5

0.4

47.6

31.3

0.3

10.0

Myers Industries, Inc.

MYE

Producer
manufacturing

Pass

59.9

39.9

0.1

55.1

36.7

0.1

n/a

Finance

Pass

59.7

39.9

0.4

52.4

35.0

0.4

7.0

Electronic technology

Pass

59.5

40.1

0.3

44.9

30.2

0.2

9.6

PacWest Bancorp
Agilent Technologies, Inc.

SSE

PACW
A

Express, Inc.

EXPR

Retail trade

Pass

59.4

40.1

0.5

49.4

33.4

0.4

7.4

Tetra Tech, Inc.

TTEK

Industrial services

Pass

59.4

37.5

3.1

49.2

31.1

2.6

7.5

NorthStar Asset Management
Group Inc.

NSAM

Finance

Pass

59.1

40.7

0.2

45.1

31.0

0.1

12.8

Energy minerals

Pass

58.9

40.6

0.5

38.3

26.5

0.3

17.3

Commercial services

Pass

58.7

40.0

1.3

22.5

15.3

0.5

34.2

Peabody Energy Corp.

BTU

Arrowhead Research
Corporation

ARWR

BioMed Realty Trust, Inc.

BMR

Finance

Pass

58.7

40.9

0.4

52.6

36.7

0.3

4.0

Coeur Mining, Inc.

CDE

Nonenergy minerals

Pass

58.7

31.6

9.8

32.2

17.3

5.4

19.6

Note: Blue shaded areas indicate companies that appear on both 2014 and 2015 lists.

www.conferenceboard.org

(continued on next page)

Research Report  CEO and Executive Compensation Practices  2015 edition 129

 Figure 5.4

Say-on-Pay Votes—Proposals Receiving Less Than 70 Percent Support (2014-2015) continued...
As a percentage of votes cast
Company

Ticker Industry

Post Holdings, Inc.

POST

Staples, Inc.

SPLS

Distribution services

Pass

57.9

Greenhill & Co., Inc.

GHL

Finance

Pass

57.8

QUALCOMM Incorporated
Vector Group Ltd.

Consumer
nondurables

QCOM Electronic technology
VGR

Outcome

For

Against

Pass

58.4%

39.8%

Abstain

As a percentage of shares outstanding
For

Against

Abstain

1.8%

49.2%

33.5%

41.7

0.4

47.6

34.3

0.3

7.3

42.1

0.0

47.0

34.3

0.0

15.4

1.5%

Nonvote
7.1%

Pass

57.4

42.0

0.6

41.7

30.4

0.4

13.4

Consumer
nondurables

Pass

57.2

42.4

0.4

37.4

27.7

0.2

24.7

Pass

56.5

42.6

0.9

24.0

18.1

0.4

39.9

Solazyme, Inc.

SZYM

Health technology

Bristol-Myers Squibb Company

BMY

Health technology

Atlas Air Worldwide Holdings, Inc. AAWW Transportation

Pass

56.3

42.8

0.8

40.7

30.9

0.6

15.9

Pass

56.0

40.6

3.4

49.9

36.1

3.0

5.3

The Macerich Company

MAC

Finance

Pass

55.8

44.0

0.1

50.4

39.8

0.1

2.4

Imperva, Inc.

IMPV

Technology services

Pass

55.8

44.2

0.1

48.2

38.2

0.1

7.9

AtriCure, Inc.

ATRC

Health technology

Pass

55.0

43.3

1.8

42.3

33.3

1.4

7.8

SN

Industrial services

Pass

54.6

45.2

0.2

40.3

33.4

0.2

12.6

Sanchez Energy Corporation
Simpson Manufacturing Co., Inc.

SSD

Consumer durables

Pass

54.5

43.0

2.4

48.4

38.2

2.2

5.4

Ebix, Inc.

EBIX

Technology services

Pass

54.5

43.6

1.8

37.9

30.3

1.3

18.9

Enzo Biochem, Inc.

ENZ

Commercial services

Pass

54.5

44.9

0.6

27.2

22.5

0.3

33.9

Stratus Properties Inc.

STRS

Finance

Pass

54.5

45.5

0.1

36.3

30.3

0.0

26.8

OraSure Technologies, Inc.

OSUR

Health technology

Pass

54.4

45.4

0.2

38.5

32.2

0.2

17.3

JAH

Consumer durables

Pass

53.9

43.8

2.2

48.5

39.5

2.0

3.1

Ashford Hospitality Trust, Inc.

AHT

Finance

Pass

53.9

45.8

0.3

42.6

36.3

0.3

0.5

Aeropostale, Inc.

ARO

Retail Trade

Pass

53.6

45.5

0.9

34.7

29.5

0.6

19.5

MDZ.A Commercial services

Pass

53.0

47.0

n/a

43.4

38.5

n/a

16.7

Pass

52.6

47.4

n/a

39.7

35.8

n/a

n/a

Jarden Corporation

MDC Partners Inc.
Medical Properties Trust, Inc.

MPW

Finance

salesforce.com, inc.

CRM

Technology services

Pass

52.4

47.1

0.4

45.5

40.9

0.4

6.4

POZEN Inc.

POZN

Health technology

Pass

52.0

46.9

1.0

32.8

29.6

0.6

26.2

Kite Realty Group Trust

KRG

Finance

Pass

52.0

47.7

0.4

42.3

38.8

0.3

8.7

Cardinal Financial Corporation

CFNL

Finance

Pass

51.8

47.8

0.4

44.8

41.4

0.4

9.4

Pain Therapeutics, Inc.

PTIE

Health technology

Pass

51.3

48.2

0.5

31.4

29.5

0.3

30.0

Global Cash Access Holdings, Inc.

GCA

Commercial services

Pass

51.2

48.5

0.3

43.2

41.0

0.2

5.8

Cynosure, Inc.**

Health technology

Pass

49.9

49.7

0.4

42.8

42.7

0.3

7.2

NRF

Finance

Pass

49.5

48.6

2.0

32.4

31.8

1.3

21.0

CVS Caremark Corporation

CVS

Retail trade

Pass

69.9

29.1

0.9

54.9

22.9

0.7

7.1

Vertex Pharmaceuticals
Incorporated

VRTX

Health technology

Pass

69.9

29.9

0.2

60.3

25.8

0.2

3.0

NorthStar Realty Finance Corp.**

CYNO

2014

HCP, Inc.

HCP

Finance

Pass

69.7

30.0

0.3

56.8

24.5

0.2

9.1

Office Depot, Inc.

ODP

Distribution services

Pass

69.6

30.1

0.3

59.3

25.6

0.2

7.9

Kraton Performance
Polymers, Inc.

KRA

Process industries

Pass

69.5

30.3

0.1

62.3

27.2

0.1

3.1

Deltic Timber Corporation

DEL

NonEnergy minerals

Pass

69.5

30.2

0.3

61.7

26.8

0.2

6.5

Note: Blue shaded areas indicate companies that appear on both 2014 and 2015 lists.

130 Research Report  CEO and Executive Compensation Practices  2015 edition

(continued on next page)

www.conferenceboard.org

 Figure 5.4

Say-on-Pay Votes—Proposals Receiving Less Than 70 Percent Support (2014-2015) continued...
As a percentage of votes cast
Company

Ticker Industry

Outcome

For

Against
28.5%

Abstain

For

Against

59.6%

24.5%

Abstain

TYL

Electronic technology

Pass

69.5%

Griffin Land & Nurseries Inc.

GRIF

Retail trade

Pass

69.4

0.1

30.5

67.8

0.1

29.8

n/a

Polypore International, Inc.

PPO

Producer
manufacturing

Pass

69.4

26.5

4.1

58.6

22.4

3.5

2.6

Electronic
technology

Pass

69.4

30.6

0.1

57.8

25.5

0.0

7.7

PLCM

1.7%

Nonvote

Tyler Technologies, Inc.

Polycom, Inc.

2.0%

As a percentage of shares outstanding

9.0%

Home Properties, Inc.

HME

Finance

Pass

69.3

29.0

1.6

58.5

24.5

1.4

8.3

Sarepta Therapeutics, Inc.

SRPT

Health technology

Pass

69.2

29.4

1.4

37.6

16.0

0.8

33.2

Scientific Games Corporation

SGMS

Consumer services

Pass

69.1

30.6

0.3

59.6

26.4

0.2

10.1

AVEO Pharmaceuticals, Inc.

AVEO

Health technology

Pass

69.0

30.0

1.0

38.7

16.8

0.6

30.4

First Security Group, Inc.

FSGI

Finance

Pass

68.9

31.0

0.1

41.5

18.7

0.1

12.4

Activision Blizzard, Inc.

ATVI

Technology services

Pass

68.9

29.8

1.4

59.3

25.6

1.2

5.2

Consumer
nondurables

Pass

68.7

31.1

0.1

120.7

54.7

0.2

17.5

Boulder Brands Inc.

BDBD

Goodrich Petroleum Corporation

GDP

Energy minerals

Pass

68.6

28.3

3.1

50.3

20.7

2.3

17.8

Independent Bank Corp.

INDB

Finance

Pass

68.6

30.1

1.3

57.8

25.4

1.1

9.0

Exelon Corporation

EXC

Utilities

Pass

68.5

30.1

1.4

48.9

21.5

1.0

13.0

Exactech, Inc.

EXAC

Health technology

Pass

68.5

22.3

9.2

57.5

18.7

7.8

7.3

Transportation

Pass

68.4

3.6

28.0

63.3

3.3

25.9

0.5

Commercial services

Pass

68.3

31.1

0.6

53.9

24.6

0.5

11.8

Pass

68.3

29.9

1.8

54.2

23.7

1.4

14.2

Pass

68.2

31.6

0.2

51.7

23.9

0.1

17.4

29.5

2.4

54.8

23.7

1.9

3.2

International Shipholding
Corporation

ISH

Acacia Research Corporation

ACTG

Dynamic Materials Corporation

BOOM Producer
manufacturing

Cedar Realty Trust, Inc.

CDR

Finance

Tecumseh Products Company

TECUA Producer
manufacturing

Pass

68.1

Atlas Air Worldwide Holdings, Inc.

AAWW Transportation

Pass

68.0

29.5

2.5

62.3

27.0

2.3

5.1

Huntsman Corporation

HUN

Process industries

Pass

67.8

22.4

9.7

54.1

17.9

7.8

12.5

Veeco Instruments Inc.

VECO

Producer
manufacturing

Pass

67.8

31.1

1.1

54.9

25.2

0.9

6.3

Energy minerals

Pass

67.8

31.5

0.7

Pass

67.7

32.3

Gastar Exploration, Inc.
MDC Partners Inc.

GST

MDZ.A Commercial services

n/a

36.0

16.8

0.4

32.4

58.3

27.8

n/a

12.3

Key Energy Services, Inc.

KEG

Industrial services

Pass

67.7

32.0

0.3

59.5

28.1

0.3

8.5

Flushing Financial Corporation

FFIC

Finance

Pass

67.3

31.8

0.9

57.5

27.2

0.8

6.0

Valley National Bancorp

VLY

Finance

Pass

67.3

27.5

5.2

38.5

15.7

3.0

29.6

Natural Gas Services Group, Inc.

NGS

Industrial services

Pass

67.2

32.2

0.6

55.1

26.4

0.5

14.0

OC

Process industries

Pass

67.1

32.4

0.5

56.2

27.1

0.4

7.3

Electronic technology

Pass

67.0

32.7

0.3

57.0

27.8

0.2

7.3

Owens Corning
Broadcom Corporation

BRCM

Anworth Mortgage Asset
Corporation

ANH

Finance

Pass

66.9

19.2

13.9

45.4

13.1

9.4

n/a

Kopin Corporation

KOPN

Electronic technology

Pass

66.7

32.6

0.7

47.4

23.1

0.5

19.4

Harvard Bioscience, Inc.

HBIO

Health technology

Pass

66.7

31.3

2.0

46.9

22.0

1.4

16.4

PowerSecure International, Inc.

POWR

Commercial services

Pass

66.6

32.2

1.3

45.6

22.0

0.9

16.6

Note: Blue shaded areas indicate companies that appear on both 2014 and 2015 lists.

www.conferenceboard.org

(continued on next page)

Research Report  CEO and Executive Compensation Practices  2015 edition 131

 Figure 5.4

Say-on-Pay Votes—Proposals Receiving Less Than 70 Percent Support (2014-2015) continued...
As a percentage of votes cast
Company

Ticker Industry

Outcome

For

Against

Abstain

As a percentage of shares outstanding
For

Against

Abstain

Nonvote

Kennedy-Wilson Holdings, Inc.

KW

Finance

Pass

66.5%

33.4%

0.0%

58.9%

29.6%

0.0%

5.1%

Energy Recovery, Inc.

ERII

Utilities

Pass

66.4

31.7

1.9

36.5

17.4

1.0

24.1

Stratus Properties Inc.

STRS

Finance

Pass

66.3

33.5

0.2

35.4

17.9

0.1

40.7

ISIL

Electronic technology

Pass

66.2

32.5

1.3

58.4

28.7

1.1

7.2

Stifel Financial Corp.

SF

Finance

Pass

66.1

29.1

4.8

59.3

26.1

4.3

6.5

Flotek Industries, Inc.

FTK

Industrial services

Pass

65.9

32.5

1.6

48.5

23.9

1.2

17.9

NAV

Consumer durables

Pass

65.8

24.1

10.1

54.5

20.0

8.4

5.7

CMLS

Consumer services

Pass

65.6

33.5

0.9

55.3

28.2

0.7

4.7

Intersil Corporation

Navistar International Corporation
Cumulus Media Inc.
Fidelity National Financial, Inc.
Skullcandy, Inc.
TransDigm Group Incorporated

Finance

Pass

65.5

33.9

0.6

56.4

29.2

0.5

5.8

SKUL

FNF

Consumer durables

Pass

65.5

34.3

0.3

44.5

23.3

0.2

19.2

TDG

Electronic technology

Pass

65.4

34.1

0.4

56.0

29.2

0.4

n/a

Avago Technologies Ltd.

AVGO

Electronic technology

Pass

65.1

34.8

0.1

58.7

31.3

0.1

3.1

Mobile Mini, Inc.

MINI

Producer
manufacturing

Pass

65.0

33.0

2.0

58.1

29.6

1.7

5.6

Platinum Underwriter
Holdings, Ltd.

PTP

Finance

Pass

65.0

34.8

0.2

59.0

31.6

0.2

3.4

EOX

Energy minerals

Pass

65.0

34.0

1.0

42.2

22.1

0.6

20.4

VRNG

Communications

Pass

64.8

33.1

2.1

17.8

9.1

0.6

50.5

GPC

Producer
manufacturing

Pass

64.8

9.4

25.8

7.4

1.1

3.0

11.4

HPP

Emerald Oil, Inc.
Vringo, Inc.
Genuine Parts Company
Hudson Pacific Properties, Inc.

Finance

Pass

64.8

35.2

0.0

60.3

32.7

0.0

2.4

GDOT

Commercial services

Pass

64.7

32.4

2.8

45.3

22.7

2.0

11.4

Bank of the Ozarks, Inc.

OZRK

Finance

Pass

64.7

35.2

0.1

53.2

28.9

0.1

7.0

American Capital, Ltd.

ACAS

Finance

Pass

64.5

31.6

3.9

35.2

17.3

2.1

25.6

Dynavax Technologies Corporation

DVAX

Health technology

Pass

64.4

34.5

1.1

37.2

19.9

0.6

25.7

Finance

Pass

63.6

36.3

0.1

57.6

32.8

0.1

7.4

Green Dot Corporation

Manning & Napier, Inc.

MN

Body Central Corp.

BODY

Retail trade

Pass

63.5

35.5

1.0

27.2

15.2

0.4

24.9

Texas Capital Bancshares, Inc.

TCBI

Finance

Pass

63.1

36.6

0.3

55.0

31.9

0.2

n/a

Electronic
technology

Pass

63.1

36.2

0.7

56.5

32.4

0.6

4.7

Utilities

Pass

62.7

36.6

0.6

52.9

30.9

0.5

8.1

Health technology

Pass

62.7

32.8

4.4

28.7

15.1

2.0

32.7

Cavium, Inc.
ITC Holdings Corp.
Coronado Biosciences, Inc.

CAVM
ITC
CNDO

Cenveo, Inc.

CVO

Commercial services

Pass

62.7

37.2

0.1

39.3

23.3

0.1

15.5

Pepco Holdings, Inc.

POM

Utilities

Pass

62.4

35.7

1.9

38.3

21.9

1.2

20.8

ARC Document Solutions, Inc.

ARC

Commercial services

Pass

62.3

36.7

1.0

49.2

29.0

0.8

10.1

Leucadia National Corporation

LUK

Finance

Pass

62.2

37.5

0.3

46.6

28.1

0.3

10.7

Freeport-McMoRan Copper &
Gold Inc.

FCX

NonEnergy minerals

Pass

62.2

37.0

0.8

41.2

24.6

0.5

16.5

SJW

SJW Corp.

Utilities

Pass

62.1

23.3

14.6

44.3

16.6

10.4

23.0

Regeneron Pharmaceuticals, Inc.

REGN

Health technology

Pass

62.1

37.7

0.1

55.4

33.7

0.1

3.7

DTS, Inc.

DTSI

Consumer durables

Pass

61.9

36.8

1.3

56.4

33.6

1.1

6.6

Note: Blue shaded areas indicate companies that appear on both 2014 and 2015 lists.

132 Research Report  CEO and Executive Compensation Practices  2015 edition

(continued on next page)

www.conferenceboard.org

 Figure 5.4

Say-on-Pay Votes—Proposals Receiving Less Than 70 Percent Support (2014-2015) continued...
As a percentage of votes cast
Company

Ticker Industry

Carbonite, Inc.

CARB

Outcome

For

Against

Abstain

As a percentage of shares outstanding
For

Against

Abstain

Nonvote

Technology services

Pass

61.9%

35.4%

2.7%

30.0%

17.2%

1.3%

SL Green Realty Corp.

SLG

Finance

Pass

61.9

38.0

0.1

56.6

34.8

0.1

30.0%
n/a

Endeavour International
Corporation

END

Energy minerals

Pass

61.7

37.2

1.1

34.8

21.0

0.6

1.0

SPX Corporation

SPW

Producer
manufacturing

Pass

61.6

37.2

1.2

49.6

30.0

1.0

5.5

Anadarko Petroleum Corporation

APC

Energy minerals

Pass

61.5

38.0

0.5

44.1

27.2

0.4

8.7

BioMed Realty Trust, Inc.

BMR

Finance

Pass

61.4

38.4

0.2

52.4

32.8

0.1

4.3

The Children's Place Retail
Stores, Inc.

PLCE

Retail trade

Pass

61.1

38.8

0.1

54.8

34.8

0.1

4.8

Vector Group Ltd.

VGR

Consumer
nondurables

Pass

61.0

38.5

0.5

40.3

25.4

0.3

22.3

MasTec, Inc.

MTZ

Industrial services

Pass

61.0

38.6

0.4

52.4

33.2

0.3

4.9

Assured Guaranty Ltd.

AGO

Finance

Pass

60.8

38.2

1.0

49.6

31.2

0.8

7.1

Greenhill & Co., Inc.

GHL

Finance

Pass

60.7

39.3

0.0

50.5

32.6

0.0

13.0

Pioneer Energy Services Corp.

PES

Industrial services

Pass

60.6

38.1

1.3

46.9

29.5

1.0

11.8

Time Warner Cable Inc.

TWC

Consumer services

Pass

60.3

36.7

3.1

48.2

29.3

2.5

7.1

CIT Group Inc.

CIT

Finance

Pass

60.2

38.9

0.8

54.1

34.9

0.7

3.8

LYV

Live Nation Entertainment, Inc.

Consumer services

Pass

60.1

37.7

2.2

55.5

34.8

2.0

3.7

SUBK

Finance

Pass

60.1

34.9

5.0

44.6

25.9

3.7

13.3

Equity Residential

EQR

Finance

Pass

59.8

40.0

0.1

53.0

35.5

0.1

2.9

Layne Christensen Company

LAYN

Energy minerals

Pass

59.5

25.1

15.4

46.8

19.8

12.1

10.3

Liberty Global plc

LBTYA

Consumer services

Pass

59.2

37.3

3.5

52.7

33.2

3.1

3.4

MYL

Health technology

Pass

59.2

38.9

1.9

44.0

29.0

1.4

8.2

RSG

Industrial services

Pass

58.8

39.7

1.6

50.2

33.9

1.3

4.0

Electronic technology

Pass

58.7

40.1

1.2

47.4

32.4

1.0

14.2

Suffolk Bancorp

Mylan Inc.
Republic Services, Inc.
Cohu, Inc.

COHU

Dice Holdings, Inc.

DHX

Commercial services

Pass

58.7

41.2

0.1

48.6

34.1

0.1

6.4

NBT Bancorp Inc.

NBTB

Finance

Pass

58.6

39.7

1.7

38.2

25.8

1.1

14.8

Discovery Communications, Inc.

DISCA

Emulex Corporation
Morgans Hotel Group Co.

Consumer services

Pass

58.3

41.0

0.6

53.1

37.4

0.6

3.2

Electronic
technology

Pass

58.3

40.5

1.2

44.3

30.8

0.9

14.5

MHGC Consumer services

Pass

58.2

5.5

36.3

51.1

4.8

31.8

n/a

ELX

Informatica Corporation

INFA

Technology services

Pass

58.2

39.2

2.6

52.2

35.1

2.4

4.1

Carnival Corporation

CCL

Consumer services

Pass

58.2

41.5

0.4

66.4

47.4

0.4

3.0

TIBCO Software Inc.

TIBX

Technology services

Pass

58.1

41.6

0.3

47.9

34.2

0.2

9.2

IBERIABANK Corporation

IBKC

Finance

Pass

58.0

40.7

1.2

46.7

32.8

1.0

7.0

Progress Software Corporation

PRGS

Technology services

Pass

58.0

41.5

0.5

51.9

37.1

0.5

6.2

NN, Inc.

NNBR

Producer
manufacturing

Pass

58.0

40.5

1.6

43.3

30.2

1.2

13.6

Sonus Networks Inc

SONS

Electronic technology

Pass

57.4

41.1

1.5

42.0

30.1

1.1

19.7

ZAGG, Inc.

ZAGG

Retail trade

Pass

55.9

42.9

1.2

30.5

23.4

0.7

30.6

Note: Blue shaded areas indicate companies that appear on both 2014 and 2015 lists.

www.conferenceboard.org

(continued on next page)

Research Report  CEO and Executive Compensation Practices  2015 edition 133

 Figure 5.4

Say-on-Pay Votes—Proposals Receiving Less Than 70 Percent Support (2014-2015) continued...
As a percentage of votes cast
Company

Ticker Industry
Consumer
nondurables

Outcome

For

Against

Pass

55.7%

41.2%

Abstain
3.1%

As a percentage of shares outstanding
For

Against

46.3%

34.2%

Abstain
2.5%

Nonvote

Avon Products, Inc.

AVP

4.9%

W.R. Berkley Corporation

WRB

Finance

Pass

55.5

43.5

0.9

46.9

36.7

0.8

6.4

Jarden Corporation

JAH

Producer
manufacturing

Pass

55.3

44.1

0.6

49.7

39.7

0.5

4.4

C&J Energy Services, Inc.

CJES

Industrial services

Pass

54.9

42.6

2.6

47.5

36.8

2.2

6.0

Eagle Bancorp, Inc.

EGBN

Finance

Pass

54.8

44.4

0.8

44.0

35.6

0.7

10.7

Apartment Investment and
Management Company

AIV

Finance

Pass

54.5

42.4

3.1

48.9

38.0

2.8

3.6

Parkway Properties, Inc.

PKY

Finance

Pass

54.5

45.4

0.2

47.5

39.6

0.1

6.0

Vonage Holdings Corp.

VG

Communications

Pass

54.2

45.8

0.0

43.8

36.9

0.0

11.5

TeleCommunication Systems, Inc.

TSYS

Communications

Pass

54.1

44.3

1.6

35.0

28.6

1.0

n/a

ARIAD Pharmaceuticals, Inc.

ARIA

Health technology

Pass

54.1

44.2

1.7

24.6

20.1

0.8

35.7

Cell Therapeutics, Inc.

CTIC

Health technology

Pass

54.1

29.0

16.9

22.4

12.0

7.0

17.3

Immersion Corporation

IMMR

Electronic technology

Pass

53.8

31.1

15.0

38.0

21.9

10.6

21.6

PetroQuest Energy, Inc.

PQ

Energy minerals

Pass

53.2

46.4

0.4

36.9

32.1

0.3

18.3

Territorial Bancorp, Inc.

TBNK

Finance

Pass

52.5

46.9

0.5

41.6

37.2

0.4

14.9

The Middleby Corporation

MIDD

Producer
manufacturing

Pass

52.3

45.8

1.9

44.5

38.9

1.6

9.0

Communications

Pass

51.6

47.1

1.2

40.3

36.8

0.9

14.4

Cincinnati Bell, Inc.

CBB

Career Education Corporation

CECO

Commercial services

Pass

51.5

48.2

0.3

33.9

31.7

0.2

20.5

M.D.C. Holdings, Inc.

MDC

Consumer durables

Pass

51.3

47.6

1.1

43.6

40.5

0.9

5.4

WFD

Finance

Pass

50.9

48.1

1.0

36.9

34.9

0.7

14.2

COWN Finance

Pass

50.7

43.8

5.5

32.3

27.9

3.5

21.5

Westfield Financial, Inc.
Cowen Group, Inc.
Medical Properties Trust, Inc.

MPW

Finance

Pass

50.6

49.4

36.0

35.2

n/a

n/a

Inphi Corporation

IPHI

Electronic technology

Pass

50.6

47.8

1.6

n/a

42.9

40.6

1.3

11.0

Miller Energy Resources, Inc.

MILL

Energy minerals

Pass

50.5

45.5

4.0

37.5

33.8

3.0

n/a

Nuance Communications, Inc.

NUAN

Technology services

Pass

50.5

49.1

0.5

31.2

30.3

0.3

21.2

Imation Corp.

IMN

Electronic technology

Pass

50.1

49.7

0.2

39.8

39.5

0.2

9.6

Universal Insurance
Holdings, Inc.**

UVE

Finance

Pass

49.8

49.4

0.8

32.8

32.6

0.6

21.4

Shutterfly, Inc.**

SFLY

Commercial services

Pass

49.8

49.6

0.6

44.4

44.3

0.5

8.1

Genpact Limited**

G

Commercial services

Pass

45.4

54.2

0.3

40.1

47.8

0.3

4.1

Ampco-Pittsburgh Corporation**

AP

Producer
manufacturing

Pass

42.2

33.7

24.1

32.8

26.3

18.8

18.3

** Proposal reported by company as passed. For as a percentage of for/against votes were greater than 50 percent. 
Note:  B lue shaded areas indicate companies that appear on both 2014 and 2015 lists.
Percentages may not add to 100 due to rounding. 2015 results do not include proposals reported as pending/not disclosed or
proposals reported as pass/fail for which detailed vote results were not available as of July 6, 2015.
Source: The Conference Board/FactSet, 2015

134 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 5.5

Shareholder Proposals on Executive Compensation—by Topic (2011, 2014, and 2015)
Number of voted shareholder proposals (percentage of total)
2015 n=79
Limit (vote on) supplemental executive
retirement plan (“SERP”),
1 (1.3)

Expand compensationrelated disclosure, 2 (2.5)
Link compensation to performance
(“pay for performance”), 5 (6.3)
Other compensation issues, 5 (6.3)

Limit (vote on) severance agreements
(“golden parachutes”)
39 (49.4%)
Require equity
retention period
12 (15.2)
Recoup incentive pay
(“clawback”), 15 (19.0)

2014 n=70
Limit (vote on) supplemental executive
retirement plan (“SERP”), 2 (2.9)
Cap (restrict) executive
compensation, 2 (2.9)
Recoup incentive pay
(“clawback”), 3 (4.3)

2011 n=46

Limit (vote on) death
benefit payments
(“golden coffins”),
1 (1.4)

Limit tax “gross-ups”, 2 (4.3)
Advisory vote on compensation
(“say on pay”), 3 (6.5)
Limit (vote on) death benefit
payments (“golden coffin”)
3 (6.5)

Other compensation
issues, 3 (4.3)

Link compensation to
performance (“pay for
performance”), 5 (7.1)
Director compensation
related, 6 (8.6)

Require equity
retention period,
26 (37.1%)

Limit (vote on)
supplemental executive
retirement plan (“SERP”)
3 (6.5)
Recoup incentive pay
(“clawback”), 3 (6.5)

Limit (vote on)
severance agreements
(“golden parachutes”),
22 (31.4)

Link compensation to
performance (“pay for
performance”), 4 (8.7)

Cap (restrict) executive
compensation, 1 (2.2)
Director compensation-related, 1 (2.2)
Limit (vote on) severance
agreements (“golden
parachutes”), 7 (15.2%)
Require equity retention
period, 7 (15.2)

Other compensation
issues, 7 (15.2)
Expand compensationrelated disclosure, 5 (10.9)

Note: Percentages may not add to 100 due to rounding.
Source: The Conference Board/FactSet, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 135

 Figure 5.6

Shareholder Proposals on Executive Compensation—Most Frequent Sponsors, by Topic (2015)
Rank

Sponsor name

Sponsor type

Number of
proposals

Expand compensation-related disclosure
1
2

Sisters of St. Francis of Dubuque, Iowa

Religious group

2

Eve S. Sprunt

Individual

1

Province of St. Joseph of the Capuchin Order

Religious group

1

School Sisters of Notre Dame, Milwaukee Province

Religious group

1

Sisters of Saint Joseph of Carondelet

Religious group

1

Sisters of St Francis of Assisi

Religious group

1

The Franciscan Sisters of Perpetual Adoration

Religious group

1

Individual

1

Limit (vote on) death benefit payments (“golden coffins”)
1

Timothy Robert
Limit (vote on) severance agreements (“golden parachutes”)

1

Kenneth Steiner

Individual

7

2

International Brotherhood of Teamsters

Labor union

6

3

AFL-CIO

Labor union

5

4

Marco Consulting Group Trust I

Other stakeholder

3

5

6

Amalgamated Bank

Labor union

2

Graphic Communications Conference IBT Benevolent Trust Fund U.S.

Other stakeholder

2

International Brotherhood of Electrical Workers

Labor union

2

John Chevedden

Individual

2

New York State Common Retirement Fund

Public pension fund

2

UNITE HERE

Labor union

2

Trowel Trades S&P 500 Index Fund

Labor union

2

Firefighters’ Pension System of the City of Kansas City, Missouri, Trust

Public pension fund

1

Jack K. Cohen

Individual

1

CtW Investment Group

Labor union

1

William Steiner

Individual

1

Labor union

1

Labor union

1

Limit (vote on) supplemental executive retirement plans (“SERPs”)
1

Utility Workers Union of America
Limit tax “gross ups”

1

AFL-CIO
Link compensation to performance (“pay for performance”)

1

AFL-CIO

Labor union

2

2

C. James Jensen

Individual

1

Central Laborers’ Pension Fund

Labor union

1

New York State Common Retirement Fund

Public pension fund

1
(continued on next page)

136 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 5.6

Shareholder Proposals on Executive Compensation—Most Frequent Sponsors, by Topic (2015) continued...
Rank

Sponsor name

Sponsor type

Number of
proposals

Recoup incentive pay (“clawback”)
1

John Chevedden

Individual

6

2

New York City Retirement Systems

Public pension fund

4

3

UAW Retiree Medical
Benefits Trust

Labor union

3

4

Kenneth Steiner

Individual

2

5

Bartlett Naylor

Individual

1

Require equity retention period
1

International Brotherhood of Electrical Workers

Labor union

3

2

John Chevedden

Individual

2

International Brotherhood of Teamsters

Labor union

2

3

The Park Foundation

Other stakeholder

1

The Penney Family Fund

Other stakeholder

1

Trowel Trades S&P 500 Index Fund

Labor union

1

James McRitchie

Individual

1

Kenneth Steiner

Individual

1

As You Sow

Other stakeholder

1

Avram Fisher

Individual

1

Calvert Index Social Fund

Investment adviser

1

Connecticut Retirement Plans & Trust Funds

Public pension fund

1

Elton W. Shepherd

Individual

1

Gimi Giustina

Individual

1

Marco Consulting Group Trust I

Other stakeholder

1

Needmor Fund

Other stakeholder

1

Singing Field Foundation, Inc.

Other stakeholder

1

Unitarian Universalist Service Committee

Religious group

1

Other executive compensation issues
1

Note: Total does not include proposals for which sponsors were not disclosed.
Source: The Conference Board/FactSet, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 137

 Figure 5.7

Shareholder Proposals on Executive Compensation — Average Voting Results, by Topic (2015)
As a percentage of votes cast

Topic
Expand compensation-related disclosure

Voted
proposals
n=79
2

For
7.2%

Against

Abstain

90.7%

2.1%

As a percentage of shares outstanding

For
5.5%

Against

Abstain

Nonvotes

67.6%

1.3%

13.8%

Limit (vote on) severance agreements
(“golden parachutes”)

39

33.4

66.0

0.6

25.6

51.0

0.4

10.4

Limit (vote on) supplemental executive
retirement plans (“SERPs”)

1

36.0

62.6

1.4

21.8

37.8

0.8

22.9

Link compensation to performance
(“pay for performance”)

5

13.6

82.6

3.8

11.2

66.6

2.6

7.8

Recoup incentive pay (“claw-back”)

15

28.2

71.0

0.8

22.4

56.6

0.7

8.7

Require equity retention period

12

23.2

76.0

0.8

18.1

59.4

0.6

10.6

5

5.0

88.7

6.3

3.6

63.1

4.7

14.0

27.2

71.6

1.3

21.0

55.3

0.9

10.4

Other executive compensation issues
Subject average
Note: Percentages may not add to 100 due to rounding.
Source: The Conference Board/FactSet, 2015.

138 Research Report  CEO and Executive Compensation Practices  2015 edition

www.conferenceboard.org

 Figure 5.8

Shareholder Proposals on Executive Compensation—
Average Support Level, by Topic (2011, 2014, and 2015)
For votes as percentage of votes cast
Advisory vote on executive
compensation (“say on pay”)

Cap (restrict)
executive compensation

Director specific
compensation-related

Expand compensationrelated disclosure

Limit tax “gross-ups”

2015

n/a
n/a

2014

16.6%

2011

n/a
9.3
22.6
n/a
91.3
7.4
7.2
n/a
9.6
n/a
n/a
33.2
36.0
35.4
29.5

Limit (vote on) supplemental
executive retirement plans (“SERPs”)

Limit (vote on) death benefit
payments (“golden coffins”)

n/a
34.6
27.6
33.4
37.3
42.9

Limit (vote on) severance
agreements (“golden parachutes”)

Link compensation to performance
(“pay for performance”)

13.6
14.1
34.6
28.2
28.4
26.0

Recoup incentive pay (“clawback”)

23.2
26.1
23.8

Require equity retention period

Other executive compensation issues

5.0
3.1
16.2

n/a = No voted proposals.
Source: The Conference Board/FactSet, 2015.

www.conferenceboard.org

Research Report  CEO and Executive Compensation Practices  2015 edition 139

  'dz";   
a?
,ooAbout the Authors
James F. Reda is managing director, executive compensation,
in Arthur J. Gallagher & Co’s Human Resources & Compensation
Consulting Practice. Reda works with both public and private
organizations in planning, creating, and implementing
incentive programs. He also advises companies on incentive
strategy, including long- and short-term senior executive
employment arrangements, change-in-control metrics, business
combinations, shareholder rights, and corporate governance
issues. Reda is a recognized expert in the area of integrating
incentive and corporate strategies.

Matteo Tonello is vice president and managing director of
corporate leadership at The Conference Board. In his role,
Tonello advises members of The Conference Board on issues
of corporate governance, risk management, corporate
sustainability and citizenship. He regularly participates as
a speaker and moderator in educational programs on best
practices and conducts analyses and research in collaboration
with leading corporations, institutional investors, and
professional firms.
He is the author of several publications, including the bestselling
Corporate Governance Handbook: Legal Standards and Board
Practices and annual benchmarking reports on director
compensation and board practices, CEO succession practices,
proxy voting, and corporate sustainability practices.
Tonello was named by the National Association of Corporate
Directors to the Directorship 100, a list of the most influential
experts in corporate governance. He is a member of the
Network for Sustainable Financial Markets and serves on the
Advisory Council of the Sustainability Accounting Standards
Board (SASB). He also was the co-chair of The Conference Board
Expert Committee on Shareholder Activism and a member of the
technical advisory board to The Conference Board Task Force on
Executive Compensation. Prior to joining The Conference Board,
he practiced corporate law at Davis Polk & Wardwell. Tonello is a
graduate of Harvard Law School and  the University of Bologna.

Reda has more than 28 years of experience, specifically in the
area of senior executive compensation. Prior to forming his
own firm in 2004 (which was acquired by Arthur J. Gallagher &
Co. in 2011), he worked at three major executive compensation
consulting firms. Reda began his executive compensation
consulting career at The Bachelder Group in 1987, where he
worked for nine years.

Acknowledgments
The authors would like to acknowledge the team of researchers
and advisors at Arthur J. Gallagher & Co. for their assistance
in the data calculation and analysis: Molly Kyle, Egan Picken,
Adriana Munoz, Linda Reda, Nicole Giangiulio, Henry Wilson,
David Schmidt, David Nygard, and Kim Glass. The authors
are also grateful to Arthur H. Kohn of Cleary Gottlieb Steen &
Hamilton and to Donna Dabney, Lisa L. Hunter, and Gregory
E. Lau of The Conference Board for their thorough review and
helpful comments.

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Research Report  CEO and Executive Compensation Practices  2015 edition 141

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