This article was first published on Proxy Insight Online on February 22, 2022. For more information about the product, click here.
General Electric (GE) is facing pressure from SOC Investment Group to replace compensation committee members, in light of last year’s failed “say on pay” vote.
In a February 16 letter to the S&P 500 industrials company, SOC argued that investor voting at GE’s 2021 annual meeting made clear that shareholders have “no confidence” in GE’s current compensation committee.
GE’s “say on pay” proposal faced 57.6% opposition at its 2021 annual meeting, while compensation committee members Paula Rosput Reynolds, Francisco D’Souza, Tom Horton, and Sebastien Bazin faced between 13.6%-30.5% opposition, due to concerns regarding CEO Larry Culp’s compensation.
Shareholders raised issue with Culp’s proposed $57 million special equity grant, which vested at a lower stock price than his former performance equity grant.
“We feel that if a company is going to award performance equity the goals should at least be challenging and not be adjusted due to short-term conditions,” the letter reads. “Shareholders have spoken through their vote that such a lavish outcome for mediocre performance is not acceptable and that meaningful steps must be taken to remedy the pay for performance disconnect.”
In light of these concerns, SOC urged GE not to renominate Sebastien Bazin and Tom Horton to its board at its 2022 annual meeting.
GE should also restore the original stock price appreciation goals in Culp’s new performance equity award or rescind the award, SOC said.
The investor also asked GE to endorse its shareholder proposal that asks for investor approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary, plus target short-term bonus.
According to SOC, long-term shareholders have not benefitted from an investment in GE. The company’s stock price has lost more than half of its value over the past five years, with a $1,000 investment in the company in 2017 worth just $459 today (with dividends reinvested).