NEW YORK ( TheStreet ) -- It was a milestone in U.S. business history when, on Jan. 25, SEC commissioners voted 3-2 to enact the say-on-pay measure that subjects compensation plans to non-binding shareholder votes as often as once a year. The closeness of the vote, along with ongoing Republican opposition to the Dodd-Frank Act, suggests the debate will continue. If anything, shareholder opposition to specific compensation decisions, fueled by public hostility to perceived excesses, will keep this issue spotlighted in the media well into the foreseeable future.
As such, it is a particularly opportune time to revisit the kind of communications strategies, including shrewder use of proxy statements, that corporations can pursue to retain the best talent and minimize investor opposition. The following commentary on this critical balancing is excerpted from the recently published book, The Communicators: Leadership in an Age of Crisis, by Richard S. Levick and Charles Slack. It is an additionally appropriate time to revisit this commentary as it draws heavily on the insights of Pearl Meyer, whose expertise on the subject was unsurpassed. Sadly, Ms. Meyer died on Jan. 24, 2011. At a time when Congress and government regulators are raising the specter of regulating or capping compensation in the corporate sector, boards face a persistent Catch-22: how do they attract and retain leaders capable of guiding the company through difficult times without drawing the ire of shareholders and the public outraged by real and perceived excesses in CEO compensation? Pay restraints or caps may attract headlines but, as long as the free market system prevails in the United States, companies will have to pay the compensation necessary to attract and retain qualified leadership, says Pearl Meyer, co-founder and senior managing director of Steven Hall & Partners in New York, and one of the nation's leading consultants on executive compensation. Meyer, a 2010 inductee into The Directorship Institute's Corporate Governance Hall of Fame, says the current period is, by far, the most contentious she's seen in more than 30 years of advising companies and boards on pay practices. She believes that most of the anger directed at CEO compensation, while fueled by the troubled economy, stems from a fundamental lack of public understanding about just what executives do to earn their paychecks.