IN-DEPTH: Lessons to learn from 10 major pay revolts
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“Say on pay” revolts are hitting hard this proxy season after outsized pay packages for CEOs made a post-pandemic comeback in 2021. So far this year, 17 S&P 500 pay plans have failed to win majority support, as many as in the whole of 2021, according to Insightia’s Voting module.
Opposition is also notably widespread this year. As of June 20, 2022, the 394 “say on pay” proposals subject to a vote at S&P 500-listed companies this year have won 87.6% average support, compared to 89.9% and 88.5% average support throughout 2020 and 2021.
Below, Insightia has highlighted some of the biggest rebellions to date. The selected companies all proposed hefty payouts to CEOs and, as a result, faced significant pushback from investors. Don Cassidy, global head of corporate governance at Georgeson, told Insightia that “among practices investors deemed problematic, retention grants without performance conditions or additional compensation without adequate justification were common.”
These cautionary tales demonstrate why robust disclosure, as well as pay and performance alignment, are essential for assuring investors that companies are taking reasonable steps to incentivize management whilst simultaneously boosting shareholder value.
CenterPoint Energy’s “say on pay” proposal faced the most significant opposition of any U.S.-listed large-cap company in Q1 2022, receiving 77.8% opposition at the utility giant’s April 22 annual meeting. Shareholders were quick to criticize CEO David Lesar’s proposed $37.8 million compensation package, which NEI Investments noted was “extremely excessive” relative to median employee pay. Shareholders were similarly critical of Lesar’s $33 million stock award, resulting in compensation committee Chair Theodore Pound facing 22.5% opposition.
CME Group’s pay plan garnered 76.7% opposition for providing CEO Terrence Duffy with a $5 million discretionary bonus. The nail in the plan’s coffin was management’s failure to disclose in its proxy statement any clawback or repayment provisions for the bonus, in the event of Duffy retiring or resigning. As Vanguard discussed in a May whitepaper, any discretionary adjustments to a pay plan should be accompanied by “thorough disclosure” so investors can understand the board’s “decision-making process and any guardrails that have been established alongside the metric.”
D.R. Horton’s pay plan faced pushback from investors and proxy advisers alike when it proposed a 58% year-on-year increase to CEO David Auld’s pay. The residential construction company’s “say on pay” proposal unsurprisingly faced a hefty 72.6% opposition, with fund manager abrdn condemning D.R. Horton’s failure to “provide for meaningful pay caps.”
J.P. Morgan Chase
It came as a surprise to many when J.P. Morgan’s pay plan faced 68.8% opposition, given that the bank’s previous pay plans won upwards of 90% support in each of the last two years. Management was evidently aware a $52 million one-off award to CEO and Chair Jamie Dimon might ruffle some feathers, issuing a special plea for support ahead of its May 17 annual meeting. It fell on deaf ears, with both Glass Lewis and Institutional Shareholder Services (ISS) recommending that investors vote against the pay plan, Glass Lewis describing the “ratcheting up” of Dimon’s pay as undeniably excessive.
Intel is no stranger to pay revolts, but this year investors chose to extend their opposition to company directors. The technology giant’s compensation report received 65.9% opposition at its May 12 annual meeting, while compensation committee members Alyssa Henry and Dion Weisler faced 49.6% and 28.5% opposition, respectively, major increases compared to Intel’s previous annual meeting. AP Pension, abrdn, and TKP Investments were among the investors to criticize Intel’s “limited responsiveness” to concerns regarding outsized payouts to CEO Patrick Gelsinger.
This year was the first in Centene’s history that its remuneration report failed to win majority support, with 66.4% of votes in opposition at the healthcare giant’s April 26 annual meeting. Shareholders raised issue with former named executive officers Jeffrey Schwaneke and Jesse Hunter receiving what were described as “excessive” severance packages exceeding $5 million. DWS Investment also raised issue with the company’s failure to explicitly disclose whether its use of non-financial performance criteria in variable compensation schemes was “explicitly ESG-related.”
Coca-Cola’s “say on pay” proposal won majority support by a hair’s breadth, facing 49.5% opposition at the company’s April 26 annual meeting. Invesco criticized Coca-Cola for proposing a “problematic” $6.5 million pay rise for CEO James Quincy, resulting in him earning 1,791 times more than the median company employee. In stark contrast, Coca-Cola’s remuneration report faced only 5.6% opposition a year earlier.
Pacwest Bancorp’s pay plan faced the second-highest level of opposition among U.S.-listed companies in the first five months of 2022. The plan, which was subject to 79.6% opposition, faced criticism from Glass Lewis for proposing that CEO Matthew Wagner’s pay exceeds four times that of an average NEO. Investors didn’t stop expressing their dissent with just Pacwest’s pay plan, compensation committee members Paul Burke, William Hosler, and Roger Molvar each also facing 33% opposition.
Arrowhead Pharmaceuticals’ “say on pay” plan was one of many proposals shot down by shareholders at the biotechnology company’s March 17 annual meeting. The company’s pay plan faced 79.4% opposition, due to a lack of disclosure surrounding CEO Christopher Anzalone’s annual bonus. UBS Asset Management also said that the disclosure provided “does not allow shareholders to make an informed assessment of remuneration paid during the year.” To add insult to injury, all five compensation committee members received between 42% and 64% opposition.
Goodyear Tire & Rubber
Goodyear Tire & Rubber’s remuneration report came under fire from shareholders this year for providing CEO Richard Kramer with what Legal & General Investment Management described as a “concerning” $21 million retention agreement. The plan faced 78.8% opposition, investors also raising issue with short performance periods and below-median relative performance metrics in the company’s long-term incentive plans.