Opposition to CEO Pay Increases Could Bring Record Votes Against Pay in Coming Proxy Season
FOR IMMEDIATE RELEASE
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BERKELEY, CA—FEB. 24, 2022—As You Sow today released its 8th annual “The 100 Most Overpaid CEOs: Are Fund Managers Asleep at the Wheel?” report, which focuses on how pension and financial fund managers hold companies accountable for excessive compensation.
Key Takeaways:
Since As You Sow published the first “The Most Overpaid CEOs” report in 2015, in each and every report the companies with the most overpaid CEOs have had lower returns to shareholders than the average S&P 500 company. Cumulating these underperformances over all seven years of this report series, a rolling portfolio of the most 100 overpaying companies each year would have returned a full 20 percentage points less than the S&P 500 average.
2021 showed substantial increases in opposition to CEO pay packages. A record 16 companies had CEO pay packages rejected by more than half of the shareholders, a 60 percent increase from the ten in 2020 and more than double the seven in 2019. Using a calculation that excludes management and “insiders” and includes just institutional shareholders, the number of CEO pay packages that were rejected by more than a majority of institutionally held shares was 29, almost twice the 15 we saw last year.
This increase in opposition seems to be based on more companies employing questionable practices and metrics in setting CEO pay. It does not seem to be based on the total amount of pay. For example, companies that changed CEO pay-performance metrics this year using COVID-19 as the excuse received high levels of negative votes from shareholders. Because CEO pay is highly peer-group linked, an increase that may appear justified at one company then inflates pay at many other companies in the company’s peer group. This ratchets up the pay of all CEOs and shareholders do not seem to object.
Top 10 Most Overpaid CEOs*:
Paycom Software: Chad Richison
Norwegian Cruise Line: Frank Del Rio
General Electric: H. Lawrence Culp Jr.
T-Mobile: G. Michael Sievert
Nike: John J. Donahoe II
Hilton: Christopher J. Nassetta
Howmet Aerospace: John C. Plant
Discovery: David M. Zaslav
Chipotle Mexican Grill: Brian R. Niccol
Regeneron Pharmaceuticals: Leonard S. Schleifer
*The pay packages evaluated were those where votes were cast prior to June 30, 2021. In some cases, CEOs presented here no longer hold that position.
Quotes from our experts:
Rosanna Landis Weaver, executive compensation program manager at As You Sow and report author:
“There’s never been a year with this number of high opposition votes against pay in the eight years of this report. While compensation committees like to tout the amount of the pay package that is ‘at-risk,’ the pandemic challenged the notion that CEO pay will always rise and fall with the performance of the company. Some boards acted as if pay for performance didn’t matter when COVID-19 was involved, and shareholders angrily rejected those packages. But it is time for more shareholders to vote against the quantum of pay, not just particular bad practices. The growth in CEO pay is unjustified and not in the best interests of shareholders.”
Robert Reich, professor, author, and former U.S. Secretary of Labor, and co-founder of Inequality Media:
“While CEO compensation has grown 940% since 1978, typical worker compensation has only risen by 12%. It's good to see that more shareholders voted to show their opposition to excessive CEO pay in 2021, but, frankly, it’s not enough. It is time for even more shareholders to vote against pay for no other reason than that it is excessive and immoral.”
R. Paul Herman, CEO and founder of HIP (Human Impact + Profit) Investor Inc.:
“Since 2015, year after year, Boards are approving pay packages for CEOs that could otherwise go to shareholders — and each year millions of dollars that could boost everyday worker pay, higher R&D innovation, or increased investor dividends instead overpay CEOs for lackluster results. Even worse, this misallocation systematically contributes to under-performance of many firms' total stock return. HIP Investor calculates a lag of -1% to -3% per year from this underperformance of the 100 Most Overpaid CEOs relative to the overall S&P500, and cumulatively totals -20% under-performance from February 2015 through December 2021. Investors and fund managers would be wise to avoid firms with overpaid CEOs, via divesting or underweighting — and hold Boards accountable by voting your proxies.”
To learn more about As You Sow’s work on CEO pay, click here.
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As You Sow is the nation’s leading shareholder advocacy nonprofit, with a 30-year track record promoting environmental and social corporate responsibility and advancing values-aligned investing. Its issue areas include climate change, ocean plastics, pesticides, racial justice, workplace diversity, and executive compensation. Click here for As You Sow’s shareholder resolution tracker.