New Glass Lewis Approach Will Mean Changes for Say on Pay—Agenda

Farient CEO Robin A. Ferracone tells Agenda that “both ISS and the Glass Lewis traditional pay-for-performance tests are flawed in that they use the grant-date value of equity, not the [realizable] value of equity after performance has happened. Realizable values based on the compensation actually paid statistic in the pay-for-performance table will be a step forward.”

Glass Lewis’ upcoming shift to customizable policy recommendations marks a major change for the 2026 proxy season and beyond. The proxy advisor will introduce four research papers that offer different perspectives on compensation and other annual meeting items—management-alignment, governance fundamentals, active owners, and sustainability. This move away from a single benchmark recommendation will push boards to assess pay design through multiple lenses, raising questions about how compensation decisions will be evaluated.

Ferracone advises boards to run their own simulations to see how they score under Glass Lewis’ updated model and notes that extending the horizon to five years may require longer proxies to explain why pay and performance align over some periods but not others.

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About Robin A. Ferracone

Founder and CEO, Farient Advisors/GECN Group

New York: (646) 626-6931
Los Angeles: (626) 799-2700
robin.ferracone@farient.com

Robin Ferracone is founder and Chief Executive Officer of Farient Advisors LLC, an executive compensation, performance, and corporate governance advisory firm. Farient helps clients make performance-enhancing and defensible decisions in the best interests of their shareholders and other stakeholders. Robin provides these advisory services to public and private companies.

From 2005 to 2007, Robin was President of the Human Capital business of Mercer, a business that included talent and compensation consulting, software, and data services globally. Prior to that, Robin was Chairman of the U.S. West Region for Mercer’s parent company, Marsh & McLennan Companies; market leader and Worldwide Partner at Mercer; and President and Chairman of SCA Consulting, a firm she co-founded and sold to Mercer.

With over 30 years of consulting experience, Robin advises clients in the areas of business and talent strategies, executive compensation, organization, value management, and performance measurement. She is the author of the book entitled, “Fair Pay Fair Play: Aligning Executive Performance and Pay.” Her work focuses on providing high-impact decision-making support and organizational solutions based on strategic and market insights. In addition, Robin has authored numerous articles, is a regular contributor to Forbes.com and Directorship Magazine, and often is quoted in national publications. She is a frequent speaker for prominent organizations, such as the Council of Institutional Investors, Society for Corporate Secretaries and Governance Professionals, NACD, and The Conference Board.

Robin is currently on the Board of Directors of The Woodlands Financial Group (TWFG) where she serves as chair of the Compensation Committee. She also serves on the Board of WildAid, a global non-profit dedicated to protecting endangered species and reducing climate impacts. Robin is a trustee emeritus of Duke University. In addition, Robin is a member of 50/50 Women on Boards, the National Association of Corporate Directors, Women Corporate Directors, YPO Gold, and the Trusteeship. She formerly served on the Board of Trupanion, Inc., where she chaired the Compensation Committee. Of special significance, Robin has been named to the NACD Directorship 100, a list of the most influential people in corporate governance and the boardroom, an unprecedented 14 times. And, in 2014, she was selected as one of EY’s Entrepreneurial Winning Women, a competition that annually recognizes female entrepreneurs.

Robin received an MBA from the Harvard Business School, where she graduated with high distinction, and a BA summa cum laude in management science and economics from Duke University, where she was elected to Phi Beta Kappa.

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