With the second proxy season of the “say on pay” era now under way, it should be obvious that intense public outrage over supposedly excessive executive compensation is nothing more than a myth.
Only 5 of 177 companies that held the shareholder advisory votes by April 20 received the dreaded thumbs-down. Last year just 45 companies — less than 2% of those required to hold the nonbinding polls — were hit with “no” votes.
This year’s first five to come up short of 50% shareholder approval includes one big name, Citigroup. The others are a second banking company, FirstMerit; home builder KB Home; diversified industrial firm Actuant; and International Game Technology (IGT). Given an opportunity to comment for this article, Actuant issued a statement saying there would be unspecified changes to its executive compensation going forward. Citi and KB Home merely said they are considering what to do, while FirstMerit and IGT did not respond by press time.
Last year Hewlett-Packard was the most well-known company to earn its shareholders’ disapproval. “A few prominent cases make headlines, and some people may extrapolate from those that there’s a revolt of sorts going on, but that’s far from the truth,” says Todd Lippincott, executive-pay consultant at Towers Watson.
Citigroup’s result is unlikely to spur shareholders of other companies to turn sour on pay arrangements, says another consultant, Pearl Meyer managing director Peter Miterko.
How well companies do in the voting is heavily dependent on the recommendations of proxy-advisory firms, in particular Institutional Shareholder Services. The 148 companies for which the ISS issued positive recommendations through April 20 averaged 93% shareholder support, while the 29 that the ISS frowned on averaged 67% support, Towers Watson noted in a report on the first wave of voting.
So far, many of the companies that received low levels of shareholder support for their executive-pay structure have merely revised the way they communicate the information so that shareholders can more clearly see the link between incentive compensation and company performance, Lippincott says. Less common is a bottom-up review of pay practices that leads to fundamental changes.
Lippincott expects that the full-year results will be similar to last year’s. But Miterko suggests there may be fewer “no” votes. That’s because, he says, the tests the ISS is using this year to determine its recommendations are more sensible and easier to understand than last year’s. “I think a lot of companies have a better understanding of what they need to do now to get a ‘yes’ recommendation from [the] ISS,” says Miterko.