Center On Executive Compensation

2024 Voting Policies: Subtle and Not-So-Subtle Modifications from Top Investors

2024 brings a new round of investor voting policies, neatly summarized by Alliance Advisors in a recent report. While BlackRock toned down ESG and put financial resilience in the spotlight, CalSTRS pushed forward with expanded expectations on board diversity and HCM reporting.

Here’s our roundup of key changes so far:


  • Tempered ESG policies. Signaling a desire to stay out of the crossfire on “hot button issues”, BlackRock emphasizes the importance of conducting case-by-case reviews when evaluating the merits of a proposal.

    • Diversity and HCM. Instead of asking companies about specific actions taken to advance DEI initiatives, BlackRock now seeks a principles-based disclosure of the company’s approach to DEI. BlackRock no longer mentions voting against directors if a company’s HCM practices fall short of those of its peers or the market or if they are unable to determine the effectiveness of a company’s board oversight of HCM risks and opportunities.

    • Climate. In a departure from the original standard which called for a company’s plan to global net-zero carbon emissions, BlackRock instead has encouraged disclosure of how corporations will achieve long-term performance by shifting to a low-carbon economy.

  • Financial resilience. BlackRock discussed a new era of “mega-forces” driving companies to be laser focused on their long-term financial health in a new 15 page publication. The report highlights structural shifts shaping the new economy and how companies are competing.


  • HCM. On the opposite side of the spectrum from BlackRock, CalSTRS is looking for increased transparency with fair labor practices, pay equality, incentives and compensation, employee retention and development. Reporting should include metrics around workforce headcount, total cost of the workforce, workforce “stability” statistics like turnover and diversity.

  • Board diversity. Added “diversity of perspective” as an additional component to board makeup. Director demographic data should be disclosed in the proxy and the entire board can be held accountable for lack of progress in board diversity.


  • Executive compensation. While there were no significant shifts to policies, Vanguard expanded its discussions of pay and performance alignment indicating that the primary assessment is through alignment of incentive targets with corporate strategy and analysis of 3 year TSR and realized pay over the same period as compared to peers. Plan structures must support long-term strategies and PFP. Additionally, boards should have robust processes to evaluate pay plans and address shareholder concerns.

  • Board composition. Replacing a discussion on board diversity, a new voting guideline seeks disclosure of the company’s board philosophy and how their structure and composition supports long-term strategy.


  • Board diversity. Fidelity will hold directors accountable for insufficient gender diversity.

  • Human capital. Fidelity will typically oppose human capital proposals unless financially material. Proposals should not be overly prescriptive, should convey valuable information to investors and be practical for companies to comply with.

Published on:

Authors: Megan Wolf



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