GGA’s Annual CEO Pay for Performance Survey with the Globe and Mail

by | Jul 11, 2024 | Uncategorized

GGA and the Globe and Mail partnered once again to present our annual ranking of CEO compensation for the 100 largest public companies in Canada’s S&P/TSX composite Index.

Full results here.

Key Findings

  •  Average total reported compensation increased by ~10% while the median total reported compensation remained flat
  • The majority of the total compensation increase was tied to an average 20% and 11% increase in share- and option-based awards respectively, further increasing the weighting of CEO compensation on long-term, at-risk compensation

 

  • The highest paid CEO, in this year’s study, was Patrick Dovigi of GFL Environmental Inc ($68.46 Million).
  • The second and third highest paid CEO’s were granted about half the value of the highest paid CEO at $37.7M and $36.8M.
  • Performance vesting share-based awards (“PSUs”) were the most prevalent form of long-term incentive-based compensation (“LTIP”), granted at 79% of companies.
  • Among the 85 companies that awarded a cash bonus to the CEO, 67% (N=57) paid above the target level, indicating generally strong operating performance in 2023 at these companies.
  • Female CEOs were still underrepresented, accounting for 4% of all CEOs (down from 5% in 2022) in this year’s study.
  • Average annual total shareholder return was 15% (up from 4% in 2022).

There is an increased weighting on share-based awards over option-based awards. This continues a trend observed by GGA in recent years amongst the largest companies in Canada.

Our analysis shows that share-based compensation is the major reason why CEO pay is climbing in Canada. Of the 100 companies included in the ranking, 77 granted multiple forms of LTIP in 2023, compared to 73 in 2022. The LTIP, which refers to the long-term incentive component of the CEO’s compensation package, includes options and share-based awards such as PSUs and Restricted Share Units (“RSUs”) which vest solely over time with no additional performance conditions. In recent years, we have been observing an increasing prevalence of PSUs, a form of equity compensation that vests only if certain performance criteria are met which is designed to better align CEO pay to shareholder value generation over time.

With growing emphasis on share-based compensation, we have seen a shift away from options. GGA’s Peter Landers discussed this trend in an interview with the Globe and Mail, stating, “There definitely is a movement away from options, just because the nature of the scrutiny they’re under by institutional shareholders, tax implications and the lack of ability to really grow and make those stock options worthwhile to the individuals.” When looking at our data, we see that 43 companies in the top 100 did not grant any options in 2023. In cases where companies award options, they generally only tend to account for 25% of the LTIP grant, with the remaining 75% being allocated to PSUs and/or RSUs. This trend is expected to continue as Canada’s increased capital-gains tax inclusion rate takes into effect, making stock options even less attractive in the future.

Full story here.

Reach out to us at Global Governance Advisors to learn how our board services can help you address regulatory and shareholder challenges related to executive compensation.

 

 

 

Investing in People, Processes & Performance

by | Aug 18, 2020 | Human Resources, Leadership, Organizational Development, Productivity

Our Thoughts on Cultivating a Productive Team

Every organization has challenges that need to be addressed in order to be successful, yet some should take priority over others. Just like when building a house, a solid foundation must be laid first to ensure all other critical components fall into place. This blog aims to map out how embracing the challenges that come with the people in your organization, the processes put in place, and setting goals on individual and corporate performance can lay a foundation for a fruitful future.

People

Three key aspects of cultivating a productive team are assessing, designing, and securing the work plans that suit each individual. Assessing aptitudes one by one provides a framework of what management must work with, and what each individual is best suited for. With this information, designing job roles and tasks that accommodate these competencies gives greater potential for success. Finally, securing these work plans appeases employees, lending to more fulfilled and prolific positions. Giving staff the support they need to do their best possible job starts with embracing their most valuable attributes and making that a highlight of their role. Below are some key questions that aid in the facilitation of effective assessments:

On a scale of 1 to 5, how often do you spontaneously take charge or are appointed by others as a leader?

On a scale of 1 to 5, how capable are you at coming up with a creative solution in the event of problems arising?

On a scale of 1 to 5, how capable are you at coming up with ten uses for a simple object?

Processes

Once the people in an organization have been given tailored work-plans, processes being put into place will provide a structure that is reliable and efficient. These systems that should be created include keeping a chain of command in place, setting attainable deadlines and benchmarks, and encouraging personal development and growth through continued education courses and events (for and not for CEUs). It is key to stress that processes that are micromanaged are counterproductive to the functioning of the systems put into place, for it undermines the integrity of the individual and their work-plan. If confidence is not entrusted in the individual and their ability, then the processes will not be as effective. An example of some ideas that can be included in a tailored work-plan are:

  • Maintain weekly onboarding and ongoing training to encourage a culture of engagement, self-improvement, and self-evaluation.
  • Create a roadmap for each employees’ career goals and interests, developing a timeline and priorities that lead to success.
  • Set quantitative performance metrics to drive performance and hold employees accountable. These can be organized into a performance scorecard that outlines performance expectations and any associated short-term incentive (i.e. bonus) payouts for achieving those levels of performance. This can help in better motivating and incenting the desired behaviors and outcomes from employees on an annual basis.

Performance

In order to receive optimal performance from each individual, open communication and trust must be established between all levels in an organization. Without this, issues will not be effectively addressed, and overall performance could be hindered. Positive reinforcement is another driver of performance, for it rewards the desired actions of an individual, rather than focusing on less desirable actions. By emphasizing the preferred actions and attitude of an employee, it encourages similar behavior in the future. Some other example of drivers of performance include:

  • Publicly praising – save the constrictive criticism/corrections for a one-on-one meeting.
  • Setting of clear expectations – this can be done through tailored workplans, as described above.
  • Allow for two-way feedback between all levels in an organization – we have room for improvement and can learn from one another. At a minimum, you should be meeting three times per year. Once at the beginning of the year to finalize performance expectations, a second time midway through the year to discuss progress against performance expectations and a third time at the end of the year to discuss performance against expectations as well as what went right and what went wrong during the year. This end of year meeting can also aid in determining appropriate performance expectations for the upcoming year and communicate what improvements are needed moving forward as part of a continuous improvement process.

Closing Thoughts

People, processes, and performance are inevitable challenges professionals are faced with that are worth investing in because they lay the groundwork for a profitable and productive future, on both a corporate and individual level. By embracing these challenges, you can assist your organization in creating an environment that is well suited for success.

The Impact of Technology for Governance Professionals

by | Dec 2, 2019 | Productivity, Research, Technology

How to Maximize Technology for Corporate Governance Practices

We at Global Governance Advisors just completed work on our 6th annual Report on Governance Professionals Responsibilities & Remuneration, in partnership with the Governance Professionals of Canada (GPC), and observed the ever increasing impact that technology is having on the role of the governance professional in Canada. As part of our survey, we asked governance professionals to rate, on a 1-5 scale, the primary responsibilities in their role. Some of the highest ranked responsibilities included:

  • Keeping of Board/Committee meeting minutes;
  • Setting Board/Committee meeting agendas;
  • Acting as a governance liaison for the Board and management;
  • Reviewing and improving Board effectiveness; and
  • Maintaining corporate records.

Governance professionals also reported spending the most time on Board and Committee meeting preparation and support, liaising with Board members and assisting management in preparing Board presentations.

The areas providing the biggest influence include the review and implementation of corporate governance practices, review and improvement of Board effectiveness and the review and selection of Board portal and other governance support technology or solution providers.

What is a common theme around all of the responsibilities and areas of influence highlighted above? Each of them has been impacted by the greater use of technology in recent years. This observation is further reinforced when we asked governance professionals about their use of technology. 94% reported the use of Board portals with 74% reporting the use of technology in conducting board surveys.

The reason for this is quite simple as technology allows professionals to be more efficient in performing their role and is more secure than following a manual process. What used to consist of physical copies of corporate records in a filing cabinet can now be securely uploaded to a secure document repository for board members to access at any time on their laptop, smartphone or tablet. Meeting agendas can be created in minutes and modified in just a few key strokes based on feedback from the meeting chair with related documents uploaded and tied directly to that meeting for ease of mark-up and review by board members as opposed to mailing out large, heavy board packages weeks in advance. Meeting minutes can be taken directly in the platform and saved, removing the need for shorthand. Built-in transcription capabilities can also act as a way to streamline the meeting minute taking process.

Technology also improves the Board Evaluation process by allowing board members to securely complete their questionnaire online with the reporting of results provided to organizations in real-time. This compares to having to collect physical responses from board members and then manually compiling the results by hand before. Even better, with the right software platform governance professionals can be provided with market leading pre-populated questions that all boards should be asking around their performance so they do not have to start from scratch.

The role of the governance professional is constantly evolving with greater demands on one’s time. Technology can act as a powerful enabler by making transactional responsibilities such as the keeping of meeting minutes, setting of agendas and administration of board evaluations much less time consuming and more secure. The technology adopter is a professional who can play a more strategic role in improving upon an organization’s governance practices and acts as a trusted liaison for the Board and management. This is a win-win for organizations and governance professionals as a whole.

For more information on the results of the 2019 Report on Governance Professionals Responsibilities & Remuneration and to request a copy of the report, please click here.

Four Tips to Create a Board of Directors

by | Oct 28, 2019 | Board Dynamics, Leadership, Organizational Development

A Proactive Approach to Establishing a Board

Idea. Check. Funding. Check. Business Plan. Check. Board of Directors? The beginning of any journey, especially in business, starts with an idea. Once that idea has been cultivated and a plan is in place, then comes funding, the board of directors, employees, office space, etc. It’s a misconception to leave the creation of the board of directors as one of the last to-do items. Whether you’re a big or small organization it helps to be proactive when it comes to forming the group of individuals who help to manage the activities of your business (i.e. your board). This board can be elected or appointed, and they are tasked with maximizing overall organizational value, while simultaneously protecting the interests of any key stakeholders.

When it comes to creating your board, you must keep in mind that not all boards (and their individual board members’ roles) are created equal. Such a sentiment is illustrated in the varying roles for the differing types of organizations. For-profit organizations have different goals than nonprofit organizations. For-profit organizations are typically more concerned about preserving the interests of any stakeholder, whereas nonprofits historically focus on raising awareness, while simultaneously raising funds.

Organizations might leave the board creation to the last minute because they believe that they are too small to need a board, or it’s not as important as other to-do items. While that might be deemed a pretty logical outlook, it’s not necessarily the legal outlook. If you are a corporation, you’re required to establish your board of directors right away. That said, your board doesn’t need to comprise of 10 to 15 executives or the most qualified leaders in your space, it can be a board of 1 to 3, depending on your state regulations. Being regulated at the state level also means that there is no standard set of rules that must be followed when creating your board of directors.

Even though there is no standard set of rules for creating your board, there are four basic tips that you should follow when architecting your board of directors.

  1. Documentation
  2. Bylaw Creation
  3. Identify Key Stakeholders (Shareholders) and Schedule Meetings
  4. Follow Board Meeting Best Practices

Documentation

Your blueprint for success starts with a solid foundation. For your organization, the foundation is documentation and the filing of any articles of incorporation in your state. In order to become a corporation, you must file these articles and use them as the charter for your organization. This documentation identifies your corporation’s name, your incorporators, whether you’re for-profit or nonprofit and what your corporation’s purpose is. It’s important to mention that hiring a lawyer, during this stage, that specializes in setting up boards of directors can only help ensure that your foundation will be successful.

Bylaw Creation

Every good blueprint needs walls to offer up support through the thick of it. A governing body is no different. For a board, the walls are your bylaws. Each rule, role, and responsibility of the board of directors needs to be agreed upon, formerly written down and upheld. The foundation might be the starting point, but your blueprint for success is nothing if the walls around you crumble. Some examples of bylaws are:

  1. Frequency of meetings
  2. How to elect and replace board-chair
  3. How to elect and replace board members
  4. How to determine director compensation (if you choose to pay your directors)

Identify Key Stakeholders (Shareholders) and Schedule Meetings

Once the foundation is set and the walls are built it is time to lay the roof shingles. For an organization, the roof shingles are all key stakeholders (and the board they create) who hold interests and/or assets in your organization. Once identified, these stakeholders should meet and it’s common that the first meeting topic is around your board, specifically the time and place where your board of directors are elected. When properly placed, the shingles create the roof that is tasked with keeping the rain and anything else that is unwelcome out, like the stakeholders who elect the board of directors who protect the company and those invested in it.

Follow Board Meeting Best Practices

After your board is established, the foundation is solidified, the walls and the roof are in place – the real work begins. Maintaining the board is just as difficult as maintaining your home. There needs to be set procedures in place in order to succeed at maintaining your board. Best practices include establishing a schedule for your board meetings and then implementing the best techniques in order to prepare for and facilitate the meetings is one example of following board meeting best practices in order to guarantee your success.

As aforementioned, board roles differ and so do boards of directors. It’s extremely important to implement a blueprint for success that aligns directly with your organization’s purpose and goals.

Closing Thoughts

So, there you have it folks. Your four keys tips on how to create a board of directors. Feel free to browse through the rest of our blog (how about checking out How to Chair a Board Meeting ) for more.

Boards of Directors & The Digital World

by | Apr 8, 2019 | Board Dynamics, Governance, Leadership, Productivity, Technology

Embracing Digital Transformation

Everything will change. If you come away with anything from this blog, it is an understanding that it is critical that Boards of Directors and Executives understand that to succeed in today’s business environment, they must take a giant leap and embrace the digital transformation. Boards and executives are facing a myriad of challenges and can only successfully address them by leveraging artificial intelligence, data analytics, and digital communications. Everything will change – how board members interact with each other; how they make decisions; how they address issues from governance to corporate social responsibility; how they recruit and retain high performance executive teams; and how they will communicate with both shareholders and stakeholders.

The Digital World Has Already Passed the “Board Portal” (We do not use VHS tapes anymore)

Seven years ago, a major financial institution faced a dilemma. A board member left a binder of sensitive information in a taxi in New York City. Following this security breach, the board quickly adopted a ‘board portal.’ That solution, seven years later, presents an even greater problem. A portal application resides on a laptop, which if lost – in this hacker dominated society – is the equivalent of leaving sensitive information in thousands of taxis.

I spoke recently for more than 80 companies. Half of them use no technology at all. Board members expose the companies they serve/lead to unnecessary risks and are out of compliance. They incur unnecessary costs. They are often inefficient and ineffective. They do not leverage artificial intelligence, data analytics, or data communications that can be at their fingertips when analyzing the market, strategy, and/or recruiting and retaining high performance executive teams. Their shareholders are seizing upon social media. Boards of Directors must contend in a digital world and most of these boards remain clueless.

Our Board Member Will Not Use New Technology

“A ‘lame excuse’ is an excuse of poor quality or lack of thought or an inappropriate excuse.” If this statement is true about your current board of directors, your board members must become introspective and embrace digital technology or your company needs to find new board members. One does not go into battle with spears and swords against tanks.

The Solution– Adopt a Workplace Productivity Platform Designed for Board Members and Executives  

There is only one solution: A workplace productivity platform.

Implementing a workplace productivity platform means:

  1. All of your documents are housed within the platform. Board member access, annotate, and store board documents in this single repository. At no time does that platform reside on anyone’s PC or Laptop – all of which can be hacked, stolen, lost, or break.
  2. The platform can be accessed from any device, anytime, anywhere.
  3. Board members communicate/message within the platform.
  4. Your board meeting is run through the platform.
  5. All of your committees use the same platform. One single sign-on.
  6. You launch video conferencing through the platform. Any meeting can be attended from anywhere. Your meeting can be recorded. The platform utilizes artificial intelligence, translating voice to text. Voila – your transcripts/notes are ready – and available to your board members or committee members.
  7. Your platform also provides both a prepopulated board evaluation tool and prepopulated D&O questionnaire.
  8. The platform provides data around executive compensation. It is both a repository of almost 10,000 companies and their executive pay by job title and peer group composer. The platform is a data analytics engine that allows your board to identify the right compensation and incentive program for its top executives; score card those plans, and provides payout reporting at any time during the fiscal year.
  9. The workplace productivity platform is also a shareholder/stakeholder communications engine (including survey/proxy tabulator). You build targeted groups of shareholders and stakeholders and utilize the platform’s digital communication capabilities. The geographic reporting features allow your board and executive teams to schedule road shows and meetings with stakeholders more efficiently. The digital educational and communication tools put the board of directors on an equal playing field to address social media and its impact on shareholder activism. The labor and mailing costs more than pay for the platform.
  10. The workplace productivity platform for boards and executives is easy to use and intuitive. If someone can use a smart phone, that person can use this platform

The digital world has changed everything. Has your board and executive team changed with it?