Shareholders Collective, a proxy advisory firm, approaches your company to discuss executive compensation. Garry Good, the Shareholders

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Shareholders Collective, a proxy advisory firm, approaches your company to discuss executive compensation. Garry Good, the Shareholders Collective associate assigned to your company, announces that in his judgment the chief executive officer of your company is overpaid. He informs you that his firm will recommend a “no” vote on the next say-on-pay resolution unless you trim the sails. On further discussion, he says he will drop the demand for reduced executive compensation if your company agrees to separate the positions of chairman and chief executive officer. As chair of the compensation committee, you believe that your CEO is performing well and is appropriately compensated. You also believe that if Shareholders Collective issues a “no” recommendation, the pay package will pass but only by a slim majority. What should you do?

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