The NASPP Blog

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a great way to get to know our many distinguished speakers and find out a little more about their sessions in advance of the Conference.

For today’s “Meet the Speaker” interview, we feature an interview with Laura Wanlass of Aon, who will lead the session “The Rise of Non-Proxy Advisory Firm Compliant Share Requests.”  Here is what Laura had to say:

NASPP: Should companies think about going against proxy advisory firm recommendations for their stock plans?

Laura: Public companies are often worried about their exposure to the ISS and Glass Lewis voting guidelines when seeking shareholder approval of a new or amended share request proposal. As such, there is often external pressure for companies to automatically comply with such external guidelines. This pressure exists despite the fact that only a handful of companies typically fail to obtain majority shareholder approval for their proposals each year. Our topic addresses the notion that ISS and Glass Lewis compliance as a necessity is false and that companies should and can take a more flexible and tailored approach to their equity compensation plans and designs and still obtain majority shareholder approval. Our discussion will address potential strategies for non-compliance and provide real world experience in this area.

NASPP: What is a common mistake companies make and how can they avoid this?

Laura: Companies often fail to weigh the potential adverse consequences of adopting certain practices deemed best by proxy advisory firms against the actual per share implications of such changes. Decreasing the compensation committee’s flexibility to obtain a less than meaningful number of shares is often unnecessary. The reality is that for most companies, shareholders are often willing to support a “reasonable” share request size/duration, even without the adoption of all of these best practices. Overall, if preliminary share modeling indicates that it would take the adoption of all (or numerous) ISS and Glass Lewis deemed best practices to get a limited share pool, we would recommend strongly considering whether their shareholder base is likely to support a non-proxy advisory firm compliant pool.

NASPP: What is the silver lining to your topic?

Laura: Despite all of the external pressure out there to comply with ISS and Glass Lewis guidelines, the historical stats support the notion that companies can still preserve flexibility and market competitiveness in their plans and get the shares they need! While there might be some heartburn associated with going down the path of a non-proxy advisory firm compliant share pool, knowing that this is a viable alternative should provide some level of comfort to public companies.

NASPP: What is your superpower?

Laura: Leveraging the strengths of the other superheros on the Aon Governance & Equity Services team to provide customized solutions for our clients. I am hopeful that you can tell from this topic alone that we often bring a unique and holistic perspective to topics and that we strive to ensure that companies are weighing all potential alternatives when making key decisions about proxy ballot items.

As a side note, I do have a reputation for moving at incredible speeds. It is debatable however, if this is due to the copious amounts of Starbucks I consume or whether it is a real inherent super power than I possess.

Don’t miss Laura’s session, “The Rise of Non-Proxy Advisory Firm Compliant Share Requests,” at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-20 in Washington DC. This year’s program features close to 100 sessions on today’s most timely topics in stock and executive compensation; check out the full agenda and register today!