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Article | Executive Pay Memo North America

Initial takeaways from the 2025 proxy disclosures of S&P/TSX 60 companies

By Michael Wach and Jefferson Brodt | May 8, 2025

Early disclosures from Canada’s largest companies indicate incremental LTI plan design changes and mixed performance outcomes versus prior year incentive plan awards.
Executive Compensation
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In this article, we summarize our initial insights from the recently disclosed pay decisions of Canada’s largest companies based on the more than two-thirds of companies in the S&P/TSX 60 that have released their 2025 proxies.

Long-term incentive (LTI) plan design

Performance share units (PSUs) remain the most common LTI vehicle with 93% prevalence (88% in 2023) and they account for the highest average weighting at 60% within LTI plans (58% in 2023). Restricted share units (RSUs) follow, with 57% prevalence and an average weight of 22%. These increased weightings on PSUs and RSUs are a function of the trend to reduce or remove stock options from LTI portfolios.

The weighting on stock options decreased from 22% in 2023 to 18% in 2024. Despite this decline, stock options continue to be provided by 57% of the 42 S&P/TSX 60 companies we have analyzed. Although stock options have lost much of their tax advantage, they continue to offer substantial upside opportunity in periods of strong share price growth (Figure 1).

From a trend perspective, we expect:

  • Continued refinement of PSU metrics. Identify the optimal two to four performance metrics that provide a robust assessment of company performance (i.e. diversify without de-risking).
  • Increased use of broader performance peer groups for relative total shareholder return (TSR) metrics. Industry consolidation and potential structural changes to North American markets arising from tariffs may support the use of both industry- and country-specific general industry comparator groups for relative TSR.
  • Evaluation of the role of stock options. We find the most productive discussions are informed by understanding the “breakeven” share price — the point at which stock options provide equal value to RSUs.

Short-term incentive plan (STIP) outcomes

Overall, STIP outcomes in respect to 2024 performance (paid in 2025) are tracking toward higher corporate scores compared to the prior year. The median corporate performance score (excluding individual components) was 111% of target compared to 101% last year. Outcomes were also higher at the 25th and 75th percentiles indicating improved year-over-year performance for most large Canadian companies (Figure 2).

2023 performance shows 83% at the 25th percentile, 101% at the 50th percentile and 130% at the 75th percentile.
2024 performance shows 96% at the 25th percentile, 111% at the 50th percentile and 154% at the 75th percentile.
Figure 2. Corporate STIP outcomes as a percent of target

We observe that these results broadly align to a strong year for S&P/TSX 60 companies as the index returned 17% in 2024 versus 8% in 2023. Looking forward, STIP payouts in respect to 2025 performance may lag 2024 outcomes should financial results weaken due to ongoing market turbulence.

Performance share unit vesting outcomes

PSU grants that were awarded in 2022 vested at the end of 2024 and were paid in early 2025. The median performance multiplier of 104% of target declined from 115% of target for grants made in 2021. This decrease is primarily a function of relative TSR metrics (used by more than half of large Canadian companies) paying at 76% of target at median versus 100% of target for 2021 PSU grants (Figure 3).

For 2021 to 2023, results show 86% at the 25th percentile, 115% at the 50th percentile and 149% at the 75th percentile.
For 2022 to 2024, results show 66% at the 25th percentile, 104% at the 50th percentile and 120% at the 75th percentile
Figure 3. PSU performance multipliers as a percent of target

The prevalent use of two to three PSU performance metrics allows a more holistic assessment of longer-term company performance and helps diversify PSU outcomes. This is an important consideration for what is typically the largest single element of executive pay. We anticipate that many companies will be revisiting PSU plan design amidst ongoing economic and political volatility.

Use of ESG in LTI plans projected to decrease in 2025, after years of increases

Environmental, social and governance (ESG) metrics are widely used in the annual incentive plans of S&P/TSX 60 companies, with roughly 80% prevalence. Also, they often focus on employee health and safety.

For this article, we focused on the emerging practice of incorporating ESG metrics within PSUs, which progressively increased from 2020, when only 2% of the S&P/TSX 60 included a long-term ESG metric, to 17% in 2024 (Figure 4). Year-to-date prevalence has decreased to 15% after one company removed their ESG metric tied to diversity, equity and inclusion. The majority of Canadian ESG metrics in PSU plans are based on emissions reductions, reflecting the number of companies in emissions-intensive industries.

ESG has become a highly polarized topic, leading to its plateaued use in PSU plans. We recommend that companies prioritize performance metrics that are tailored to the strategic priorities of the business and promote long-term value creation.

Authors


Senior Director, Work & Rewards
WTW
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Analyst, Work & Rewards
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