Wall Street isn't far from its record highs in 2007, but shareholder activists continue to keep management and boards of directors on their toes.
In 2013, trends to watch for in executive compensation and corporate governance include the first round of shareholder votes on the pay of top management at smaller businesses.
Also, more companies are publicly documenting their efforts to keep investors in the loop, right down to assuring them that new directors have passed thorough background checks.
And many corporate watchdogs wonder when the Securities and Exchange Commission will propose rules -- mandated by a 2010 law -- that require companies to give hard numbers on the ratio between the pay of the chief executive and their average midlevel worker, data that could create new tension between those critical of executive pay and those who set it. Until then, passions over pay levels might remain cooler than they have in years.
Executive compensation isn't the "hot button issue it was two or three years ago," said William Atwood, executive director of the Illinois State Board of Investment.
Say-on-pay votes and enhanced corporate transparency about compensation since the 2010 Dodd-Frank Wall Street Reform & Consumer Protection Act have "increasingly ameliorated shareholder angst" on the topic, he explained.
But big investors' attention is increasingly turning to political contributions made by companies, which will be under more pressure to disclose what they're doling out and their policies for doing so, Atwood said.
In its Dec. 17, proxy, for example, Accenture PLC disclosed a Massachusetts shareholder's proposal to ask the Irish consulting firm for more information about its lobbying.
Accenture recommends a no vote, saying it "discloses its lobbying activity and expenditures as required by law."
Here are some other executive pay and corporate governance changes afoot:
Say on pay: Companies with less than $75 million in public float -- that's the value of shares not owned by directors or large investors -- had been exempt from a 2010 law requiring executive compensation to be put up for a stockholder vote at annual meetings.
On Jan. 21, smaller firms' breather from "say on pay" votes ends.
Companies with small public floats that haven't yet held any such votes include Palatine-based Addus HomeCare Corp.
"We will have a say-on-pay vote in the next proxy" as the exemption sunsets for smaller companies, Dennis Meulemans, chief financial officer for the in-home services provider, said.
Glass ceiling cracks: The number of female directors will continue to rise in 2013, predicts executive compensation data firm Equilar Inc.
The percentage of Standard & Poor's 1500 boards lacking a woman fell from 29 percent to 24 percent between 2009 and 2011, Equilar said.
In November, Bethesda, Md.-based Host Hotels & Resorts Inc., which has seven Chicago-area properties, added a second woman to its board -- Sheila Bair, the former chairwoman of the Federal Deposit Insurance Corp.
Companies with no female directors include Lindsay Corp., an Omaha, Neb.-based irrigation systems business whose board members include Howard Buffett; Pulse Electronics Corp., a San Diego-based parts provider; and T3 Motion Inc., a Costa Mesa, Calif.-based maker of electric stand-up vehicles.
