Energy Insights

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Despite Strong 2016 Shareholder Returns, Certain Energy Companies Struggle with Say on Pay

In 2016, the oil and gas industry generated positive returns for shareholders, but in 2017 oil and gas companies lagged general industry in Say on Pay support.

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ISS recommended against 18% of oil and gas companies vs. 12% for the entire Russell 3000, and 3% of oil and gas companies failed Say on Pay (i.e., <50% support) compared to only 1% in the Russell 3000. ISS recommended…

Controlling Activist Investors

Potential Texas legislation would curtail activist investors and proxy advisors.

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While we wait to see what deregulation might come out of the new administration regarding Dodd-Frank or other executive compensation regulations, the Texas legislature might take a huge step in favor of corporate boards and management. A bill currently pending…

The BP Shareholder Vote: A Cautionary Tale

Despite using the "correct" process, BP shareholders still took issue with the company's compensation programs.

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Compensation is often more about the message than the money. BP’s recent shareholder vote offered some valuable lessons for other energy companies about sending the right messages to shareholders when commodity prices impact business results. On April 14th, nearly 60%…

The Impact of Lower Stock Prices on 2016 Say on Pay

Many energy companies should anticipate tripping ISS's absolute stock price test.

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The current industry downturn is already impacting compensation programs and will likely also impact the upcoming Say on Pay season. Based on our research, the market decline will cause an increased number of energy companies to trip a key ISS…

ISS’s Say on Pay Vote Recommendations Surprisingly Similar to Last Year

Some experts expected more "against" votes for the energy industry this year, but that did not come to fruition.

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Heading into this recently past proxy season, experts speculated that ISS might recommend “against” say on pay proposals among the energy industry at a higher rate compared to last year assuming the dramatic decline in stock prices, driven by the…

The Line Between Ownership and Compensation

Cheniere Energy’s recent challenges offer interesting lessons in understanding the differences between “ownership” and “compensation”.

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Cheniere Energy’s recent challenges offer interesting lessons in understanding the differences between “ownership” and “compensation”. Cheniere has faced notable public challenges to its executive compensation program, including the withdrawal of an incentive plan proposal to shareholders and failed Say on…

Should bonus outcomes be different by level?

Insights into whether there should be different standards for executive bonuses than for the broader population, and whether executives shouldbe held to a higher standard of accountability to shareholders.

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In our experience, a large number of oil & gas companies provide the same bonus funding level for all bonus-eligible employees in the organization. There may be differentiation based on individual or business unit performance (horizontal differentiation) but no differentiation…

Investors Still Don’t Give Boards High Marks on Executive Compensation

In a Survey Investors Expressed Their Lack Of Trust in Board for Executive Compensation Decisions

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A recent PricewaterhouseCoopers (PwC) survey found that two-thirds of institutional investors don’t think that corporate boards are effective in controlling executive compensation. The PwC survey results imply that despite on average receiving over 90% shareholder support for Say on Pay,…

Under the Microscope

8 Keys to Benchmarking Pay to Withstand Stakeholder Scrutiny

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Say on Pay, ISS and activist investors have increased their focus on how companies benchmark pay and have raised the question whether benchmarking is used to inflate executive pay. This is particularly important in the energy sectors where pay levels…

Changing the Role of Proxy Disclosures

With Rules Changing Companies Have an Opportunity to Focus on Disclosure Improvements

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The recent release of the SEC’s proposed rules on CEO Pay Ratio disclosure has everybody thinking about preparation of their proxy disclosures. While changes required under these proposed rules likely won’t be in effect until the 2016 proxy season, there…

Changing the Guard

Five Potential Trends From Energy Leadership Adjustments

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Energy companies have hired or promoted a spate of new CEOs, with a dozen or more new incumbents or openings in the upstream sector alone. What compensation and governance trends might this concentrated wave of new leadership create over the…

2013 Say on Pay Recap

ISS Continues Tough Stance on the Industry

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With another proxy season behind us, one of the key headlines is ISS’s subjective application of its policies and its continued focus on the energy industry. While energy isn’t the only industry in their crosshairs, ISS continues to be critical…

2013 ISS Recommendation Trends

ISS Recommendations for the Energy Industry are Looking Up This Year with Fewer Against Votes Than Last Year

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We’re about midway through the 2013 proxy season and so far, the energy industry is faring better than last year with ISS. 12% of energy companies have received a Say on Pay AGAINST recommendation from ISS this year as opposed…

Dealing with Dissent

What to do if You Receive an Against Vote Recommendation from ISS

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The proxy season is shifting into high gear as most companies file their 2013 proxy statements. Companies will anxiously await shareholder advisor recommendations hoping for support on various compensation matters (e.g., Say on Pay, equity plans). Energy companies should have…