Executive Pay A Focus Again This Proxy Season


In corporate America, annual meetings are an opportunity for investors to discuss what they pay their executives and boards.

What is different this year, though, is that thanks to Dodd-Frank, "say on pay" votes will now become a permanent part of a company's proxy at least every three years.

"Certainly executive pay will be the top issue," said Kent Hughes, a managing director at the proxy advisory firm Egan Jones.

Dodd-Frank requires that all companies give investors a "say on pay," or an advisory vote to approve or reject the compensation plan for a company's five named executives.

If shareholders reject the plan, a board takes it under advisement.

A board is not required to make any changes to a compensation plan if shareholders reject it, but publicity from a negative vote may force its hand.

The new law also gives investors a choice to have an this advisory vote either every one, two or three years, with most companies recommending an annual vote.

Proxy season heats up in late April, with most meetings taking place in May, but there are already signs investors are using this vote to express displeasure over pay and performance.

"Certainly the three votes against large companies in terms of their say on pay is an early indication that investors are not reluctant to exercise this vote," Bob McCormick, chief policy director at the proxy advisor Glass-Lewis, said referring to votes at Beazer Homes, Jacobs Engineering and Hewlett-Packard.

Shareholders at all three firms rejected the companies' compensation plans.

McCormick said the vote at computer giant HP likely reflects investors' unhappiness with its history of board disfunction and executive turnover.

Executive pay has been a hot button issue since 2007, when investor displeasure over the $500 million pay package for Home Depot's then CEO Bob Nardelli forced his resignation from the company.

Next, union pension plans took up the cause, arguing that a vote on executive compensation would help narrow the growing disparity between CEO and worker pay, and also reduce reckless behavior in the C-Suite.

While the last three years have generated plenty of outrage about the size of executive compensation, and in some cases may have contributed to less generous pay during the recession, pay is on the rise again.

A report by the Hay Group done for the Wall Street Journal found bonuses for CEOs at the 50 major firms rose a median 30.5% in 2010.

Beyond compensation

Pay is not the only issue on investors' minds this proxy season.

With impact of the financial crisis still rippling through the economy, shareholders at large banks like Citigroup and Wells Fargo have proposals asking for reports on the firms' risk management and mortgage lending practices.

And with the memory of last year's Gulf Oil spill and the fatal explosion at a West Virginia mine still fresh in investors' minds, energy companies are likely to find their risk management and catastrophe strategies coming under the microscope.

"The problems at BP and Massey Energy are engendering a lot of focus on those companies in particular, and their peers with regard to their safety record and their environmental records," said McCormick.

According to proxy advisor ISS, the most popular proposal on companies' proxies this year is the ability to report on or review a firm's political contributions or spending on lobbying.

This is not surprising given a U.S. Supreme Court ruling, in Citizens United v. FEC, last year which lifted restrictions on political spending by corporations during elections.

"With the fallout from Citizens United, it frees companies to make broader donations across various interest groups," said McCormick.

He says this will heighten investors' awareness on how much companies are paying for these efforts, and what they are receiving for the money spent.

As in years past, there are many proposals asking a majority vote be required for a director's election.

A rule requiring all firms to adopt majority voting was excluded from Dodd-Frank. While most large corporations have adopted rules that require a director to receive a majority of votes to win an election, many smaller firms still use cumulative voting to determine the outcome.

In cumulative voting, directors can win as long as they receive the highest number of affirmative votes cast, even if they don't win a majority of those votes.

McCormick says the pension plan for the state of Florida is leading an effort to get a number of smaller firms to adopt majority voting.