As the 2024 proxy season comes to a close, we reflect on key executive compensation trends and consider any lessons learned. This article discusses three such trends. In general, 2024 was not significantly different from 2023 but we did see the second year of pay versus performance disclosures. We also saw support for say-on-pay proposals increase this year and a diverse range of executive compensation-related shareholder proposals.

Pay Versus Performance—Year Two

In August 2022, the Securities and Exchange Commission (SEC) introduced amendments to certain annual disclosure requirements, mandating that public companies begin, in 2023, to report compensation "actually paid" to their named executive officers (NEOs) in relation to their companies' financial performance over a specified period; this disclosure is referred to as "pay versus performance."