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"Say on Pay" Proposals

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C. William Jones, whose comments are presented below, is President of  the Association of BellTel Retirees Inc. ("ABTR"), believed to be the world’s largest such organization with over 110,000 members who are retired employees of Verizon and its predecessor companies, and he also serves as Board Chairman of ProtectSeniors.Org.  He had been a member of the earlier Forum program's Panel that established the Advisory Voting Project in 2006, and represented the ABTR in its initiation of the related Forum program addressing Verizon compensation issues.

For links to the referenced draft of Professor Gordon's paper and other comments, see

Mr. Jones had also offered comments on Professor Gordon's initial July 2008 draft addressing "Say on Pay" issues.



Comments of

C. William Jones

January 21, 2009



I believe that SOP should be a shareholder driven requirement rather than a Federal requirement. Also, the proposal should not be excludable by the SEC. By leaving this up to shareholders, we avoid “punishing” companies that have maintained reasonable executive compensation practices.


I would not treat smaller companies differently than larger ones. What is the difference between very large and relatively small when examining the executive compensation? If executive compensation is out of control, regardless of the size of the company, shareholders should demand SOP and possibly other relief such as voting down the Compensation Committee Chair.


Regarding Golden Parachutes, I think that they also should be a shareholder responsibility to approve or disapprove. The danger here is that shareholders could be late coming out of the gate and some enormous “gifts” could be granted before shareholders realize that controls need to be put in place.


I am concerned about the role of proxy voting services. The conflict of interest issue could seriously damage the credibility of the advisory vote. This might be a good issue to consider a legislative solution.


I did not see anything in Professor Gordon’s report that covered “claw back.” I am very much in favor of requiring pay back of incentive pay in the case of failures such as we have seen in the banking and investment businesses.


And now for some self-serving wrap-up comments: The more I read, the more convinced I am that no one, in the history of American big business, has done more to control executive compensation excesses and improve other corporate governance issues in a large corporation than our Association and its board members. Seven different corporate governance or policy changes have been precipitated by these people. They are: Executive Severance Agreements, Calculation of Incentive Pay, SERP, Performance-Based Equity Compensation, Board Composition, Limit Service on Outside Boards and Advisory Vote on Executive Compensation.




C. William Jones

President & Executive Director

Association of BellTel Retirees Inc.


Board Chairman






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