Alphabet

Annual Meeting: June 3, 2020

Sundar Pichai, the CEO of Google and Alphabet (Google’s parent company), received $280,621,552 in compensation in 2019. The figure represents a 14,818% increase from his 2018 pay and it has raised some eyebrows.

Deadline notes that leading proxy advisory firm Institutional Shareholder Services (ISS) is recommending a no vote on Alphabet’s executive compensation. The group argues that the compensation committee: “’has demonstrated poor stewardship of pay programs as evidenced by recurring concerns of outsized awards that are not sufficiently performance-based.’ It was noted that the company granted new CEO Sundar Pichai awards totaling nearly $250 million that are majority time-based and called the estimated cost of the company’s 2012 Stock Plan ‘excessive.’” ISS is also recommending that shareholders withhold their votes from directors Alan Mulally, Robin Washington, K. Ram Shiram, and L. John Doerr.

Separately, Bloomberg reported that Glass Lewis, the other major  proxy advisory firm, echoes ISS’ disapproval: “Shareholders should note the lack of outperformance…In light of the disconnect of pay to performance and our concerns with the quantum of Mr. Pichai’s pay, we do not believe shareholders should support this proposal.”

Due to its dual-stock structure, the company does not have to worry about shareholder opposition defeating its proposals. A shareholder-submitted resolution, supported by both ISS and Glass Lewis, to limit voting rights to one vote per share could theoretically end this hegemony. However, management opposed the proposal – as it did all the other shareholder proposals – so given the ownership structure it will have no chance of causing material change.

Alphabet workers make a sizeable median pay of $258,708 per employee, yet the pay ratio of CEO to median employee is 1,085:1.