Hugessen Briefings

FEATURE

2025 Proxy Season Overview: Highlights from the TSX60

In 2024, shareholders broadly supported compensation decisions among TSX60 issuers, reflecting acceptance on pay and performance alignment, along with measured and prudent use of Board discretion. Continued macroeconomic uncertainty and market volatility may prompt increased shareholder scrutiny of pay-for-performance alignment...Read now

Early Conversations, Better Outcomes: A Q2/Q3 agenda for HR Committees

Canadian businesses are facing unprecedented uncertainty, driven by shifting trade dynamics, increasing geopolitical turbulence, and broader economic pressures. Boards may find themselves questioning the resilience of their organization’s incentive programs in light of the shifting economic and geopolitical realities...Read now

Enhancing Flexibility of Director Compensation: Limitations of DSUs and a Case for Direct Taxable Ownership

Deferred share units are a widely used tool for Director compensation in Canada. While they offer several advantages, they also present limitations–most notably, the lack of flexibility at settlement. While DSUs allow Directors to accumulate equity throughout their tenure, they typically must be settled in a short window upon departure...Read now

WEBINAR

Navigating US Policy Shifts - Implications for Canadian Boards, Executive Compensation & CEO Performance Management

Hugessen sponsored a webinar in connection with ICD from executive pay frameworks to CEO performance management and board composition, directors must stay ahead of a rapidly shifting geopolitical and economic landscape...Watch now

Major News and Other Insights

The 2025 U.S. Proxy Season: Midseason Review Finds Sharp Drop in Shareholder Resolutions on Ballot

(ISS Insights | Governance)

• “Total shareholder proposal submissions have dropped while the number of omitted proposals has increased sharply, likely as a result of the SEC’s Staff Legal Bulletin No. 14M (CF), which places the onus on proponents to demonstrate that the issue at hand is significant and economically relevant to the company.” 
• “Governance-related requests continue to be the most prevalent type of shareholder proposal expected to go to a vote, although there has been a shift in focus. Notably, there are significantly more resolutions requesting companies to adopt a special meeting right or amend existing threshold.”
• “Despite a significant decline in environmental proposals being voted on, resolutions related to GHG emissions, generally requesting enhanced disclosure, remain common.”
• “Median CEO pay is at an all-time high for both S&P 500 and Russell 3000 companies. The S&P 500 median rose to $17 million from $15.7 million last year and Russell 3000 CEOs saw a gain to $7.2 million from $6.6 million last year.”
• “Say-on-Pay support levels have declined slightly. While overall support remains strong, there are signs of trouble ahead. The dip could be attributed to the resurgence of one-time awards and mid-cycle adjustments, which were prevalent following the COVID pandemic but became less common in 2023 and 2024.”...Read More

CEO Pay Trends: A Post Proxy Season Recap

(Harvard Law School Forum on Corporate Governance)

“The 2025 proxy season has officially concluded, and companies have finished submitting their proxy statements (DEF 14A) to the Securities and Exchange Commission (SEC). These filings provide comprehensive insights into executive compensation practices and corporate governance structures. The following analysis examines fiscal 2024 proxy statements submitted by Equilar 500 companies—the largest U.S. public companies by revenue—and highlights key trends in executive compensation.”...Read more

Pay, Perks, and CEO Prerogatives

(Financial Times)

“It’s good to be a US chief executive. Their pay packages are the envy of the corporate world, averaging $16mn for the S&P 500, more than double those for the UK’s FTSE 100. And tucked inside are perks that mere mortals can only dream of.”...Read more

Announcement

2025 Say on Pay Report (Semler Brossy)

• Semler Brossy has published its 2025 Say on Pay report, analyzing voting outcomes for S&P 500 and Russell 3000 companies.
• The report highlights that support for Environmental and Social shareholder proposals has fallen to its lowest level in five years.
• Median support is now 12%, down from 21% for environmental and 17% for social proposals in the prior year.
• In total, 34 environmental and 64 social proposals were submitted. Only two social proposals passed - both requesting disclosures on political contributions...Read more

More than 99% of Walmart, Netflix Shareholders Reject Anti-DEI Proposals (ESG Today)

• Shareholders at Walmart and Netflix overwhelmingly rejected anti-DEI proposals, each receiving less than 1% support at their respective 2025 annual meetings.
• These votes continue a broader trend, with similar proposals recently defeated at Apple, Amazon, Deere, and Goldman Sachs.
• The proposals, brought by the National Center for Public Policy Research, criticized DEI programs and called for board-issued reports assessing the impact and decision-making behind DEI initiatives.
• Both companies' boards recommended voting against the proposals, affirming their commitments to inclusive workplace values and existing compliance policies...Read more

Canada Releases Anti-Greenwashing Guidance for Companies (ESG Today)

• Canada’s Competition Bureau released final guidelines on environmental claims, reinforcing new anti-greenwashing laws under the Competition Act’s deceptive marketing provisions.
• Additional information can be found in the competition bureau’s final guidelines.
• Claims about future goals (e.g., net zero by 2050) must be substantiated with a concrete, realistic, and verifiable plan including interim targets and meaningful progress.
• Claims about a business’s environmental benefits must be backed by suitable, rigorous, and relevant substantiation - often scientific - and verified by a third party when required by internationally recognized methodologies...Read more

Board Effectiveness Update

Board Effectiveness: A Survey of the C-Suite (PwC)

• This article shares insights from over 500 executives on their perceptions of Board performance.
• Key findings include: confidence in Boards has modestly increased (35% up from 30% last year), 32% of executives believe their Boards have the right expertise, and 93% of executives would like to see at least one Director replaced.
• Top risks identified by executives include talent (18%), supply chain (13%) and AI (12%) - which also align with areas executives want Boards to prioritize.
• As volatility grows, success will depend on how well Boards and management collaborate to navigate risks and capture emerging opportunities...Read more

Say on Pay Update (as of June 23rd, 2025)