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Richard V. Smith, whose comments are presented below, is a member of the Forum’s Program Panel for reconsidering “Say on Pay.”  He is a Senior Vice President and Executive Compensation Practice Leader of Sibson Consulting. As reported in the Forum Summary and in the information box at the bottom of each page on the Forum's "Say on Pay" web site, Sibson had supported the organization of this program.

It should be noted that the Forum had asked Mr. Smith to respond to the August 18, 2008 comments of Timothy Smith (not related), who had mistakenly attributed certain views to Sibson Consulting.  Timothy Smith subsequently acknowledged the error after identifying the relevant statements in a section of the "Say on Pay" program's Forum Summary (presented in the left column of this program's main page), which in fact cites a Yale paper, not Sibson, as the source of views to which he had referred.

For links to the referenced comments and the draft to which they relate, see



Comments of

Richard V. Smith

August 20, 2008



I read the Gordon paper with great interest hopefully to better understand where the value lies in "say on pay." I found his insights useful and Professor Gordon puts forth an interesting and thought provoking perspective.


Responding to the Forum’s request that I address Timothy Smith’s comments about Sibson Consulting, I should start by saying that Sibson has not taken any position for or against “say on pay,” and the only thing that Sibson and I, personally, want is a full and open discussion on the topic. I understand that the Forum has already advised Mr. Smith that Sibson Consulting has not presented any views at all on the Forum web site.  In fact, I am not aware of any Sibson opinion presented anywhere else, either, taking a stand for or against “say on pay.” I am participating in this Forum program simply as a curious executive compensation consultant who wants a better understanding of the issues so I can better advise my clients.


Being practical, my own professional interest is to collect all the information that will help me serve my clients.  The last thing I want to do is discourage people from presenting the information.  I assume others share and respect this interest.



Richard V. Smith

Senior Vice President and Executive Compensation Practice Leader

Sibson Consulting, a division of The Segal Company

New York, New York





This Forum program is open, free of charge, to anyone concerned with investor interests relating to shareholder advisory voting on executive compensation, referred to by activists as "Say on Pay." As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was supported by Sibson Consulting to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of performance leadership relating to the issues being addressed.

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