‘Say on Pay’ is a mechanism that allows shareholders to vote on executive compensation. Unlike other countries, India lacks a mandatory or advisory ‘Say on Pay’ vote. Instead, Section 197 of the Companies Act 2013 imposes a trigger limit, requiring shareholder approval for executive compensation exceeding spec-ified thresholds: shareholders’ approval is required where executive remuneration exceeds 5% of net profits for a single manager, or whole-time director or managing director or 10% for such multiple directors. This restrictive approach limits shareholder power to express opinions on compensation schemes below these thresholds, and it creates an artificial benchmark, making higher compensation appear excessive. Consequently, shareholders are hindered from challenging overgenerous packages or weak performance-linked pay. This paper analyses global ‘Say on Pay’ structures and proposes an optimal model for India. The authors have also emphasized on case studies to explain the practical implications of the structures. By examining case studies from different jurisdictions, this paper illustrates the effectiveness of various ‘Say on Pay’ models and their impact on corporate governance. The analysis includes the UK’s binding vote model, the advisory approach in the US, and Australia’s two-strike rule, providing a comparative perspective on how these mech-anisms enhance shareholder engagement and accountability. The paper recommends changes to India’s legal framework and corporate governance regime on executive compensation. The proposed changes aim to empower shareholders, foster trans-parency, and align executive remuneration with long-term company performance and shareholder value. © 2025 Elsevier B.V., All rights reserved.