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A Primer on "Say on Pay"

June 20th, 2008 @ 2:03 pm

7 Comments

Categories: Best Practices, Board Management, Compensation, Corporate Governance, Management, Regulation, Shareholder Activism, Strategy

Tags: Shareholder, CEO, Financial Accounting, Finance, Peter Galuszka

“Say on Pay” is likely to get a lot of traction in coming months with changes in the White House and possibly, in Congress. But what is it, exactly? Here is a brief primer:

What is it?
“Say on Pay” is a movement in the U.S. and in Europe to allow shareholders to hold a typically “non-binding” vote on the pay levels proposed for chief executive officers, other top level officials and, in some case, directors.

Why now?
Many believe that executive compensation has gotten out of line with actual performance. U.S. Sen. Barack Obama, the likely Democratic presidential nominee, has proposed legislation on the issue and complains that the average CEO made 262 times the pay of the average worker in 2005. “Say on Pay” would spotlight pay issues at annual meetings and make it harder for boards and management to figure pay in seclusion.

Is there another side?
Presumptive Republican presidential candidate John McCain agrees that CEO pay may be getting out of whack but thinks that corporations, instead of Congress, should do something about it.

Are companies doing anything?
Yes, but slowly. Activist shareholders such as institutional investor groups have filed more than 90 resolutions this proxy season calling for non-binding compensation votes.

What’s the outcome been?
Such resolutions received a majority of shareholder vote at eight companies, the Associated Press reports. These include Apple Computer, Alaska Air Group, Ingersoll-Rand Co., Lexmark International Group, PG&E Corp., Motorola, South Financial Group and Tech Data Corp. This May, shareholders of insurer Aflac voted to support the pay of its CEO.

What about elsewhere?
Laws for non-binding votes have been introduced in Australia and the U.K.

What’s next?
Look for more activity after elections this coming November.

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  •  
    1

    GB6

    06/24/08 | Report as spam

    say on pay

    Government intervention in CEO compensation is fundamentally wrong and un-American. If the shareholders don't like the way a company is managed, they are free to vote with their wallets. It's just that simple. There are over 8000 stock listed on the major US exchanges alone, so there is no shortage of alternative investments. GROW UP! Quit asking the government to be your baby-sitter.

  •  
    2

    sidneyh@...

    06/24/08 | Report as spam

    RE: A Primer on

    "Say on Pay" is another instance of putting the wrong people (shareholders)in charge of the operation of business. That's what CEO's and CFO's are paid to do, but limited in doing well because of the ludicrous way that public stock is valued. The fundamental problem with publicly held stock is that it's not asset valued, rather is at least in part, a will-o-the-wisp valued commodity. Shareholders should vote as they always do, WITH THEIR MONEY. "Say on Pay," is a straw-man feel good approach for investors who want to whine about something, because they are too lazy to do their own homework in investing their money.

    Non-binding compensation votes? Give me a break.

    Obama's legislations on CEO's making 262 times the average worker's salary? More class envy in the new millenia. Does anyone seriously think that it is the government's responsibility to put a ceiling on the amount of money earned by a few thousand people in America? Democrats and Republicans alike have done a seriously awesome job of mismanaging the laws and policies we already have. How much more Big Brother government can we stand?

  •  
    3

    mosesnbklyn

    06/24/08 | Report as spam

    RE: A Primer on

    I think American Express and other socially progressive organizations have incorporated performance based pay. I dont know what the actual multiplier is - it may be 1000 times average. It just needs to be justified! ~Matt

  •  
    4

    mrsnc02

    06/24/08 | Report as spam

    A Primer On

    I don't think the government should intervene on CEO compensation unless certain factors come into play like massive layoffs that put large numbers of employees on the unemployment rolls while the CEO's receive high praise and golden parachutes for making the stockholders a little richer. I believe that when the poor compensation structure within an organization puts an unnecessary burden on my tax dollars then it is my business and I expect government intervention. Not to mention when the CEO and others near bankrupt a company and then seek protection under Chapter 11, 7, etc... puh-lease. Those corporations make their compensation design my business when they exhaust my tax dollars to spare their lifestyle.

  •  
    5

    hawaiifive-oh

    06/24/08 | Report as spam

    Re: A Primer On

    The trouble with your premise is that it contains just enough ambiguity to create the opening that demagogues like Obama need to press for a government solution where none is needed.

    When is a layoff too "massive"? What constitutes a golden parachute? What defines a poor compensation structure? If corporations are no longer able to do this policing themsevles (which they will either do or be penalized by the market if sufficiently egregious wrongs are committed), then we will be forever dependent on the arbitrary whims of government bureaucrats to define what corporations can or cannot do with regard to CEO behavior. Less, not more, government regulation is what we should be striving for. Kudos to the companies listed in the article that are taking it upon themselves to handle this, rather than wait for some stifling government mandate.

    Incidentally, the tax dollars you speak of as being used to fund the unemployment checks after a layoff is basically federal/state administered unemployment compensation insurance, which employers and employees alike pay through payroll taxes, and represents a mere pittance as a percentage of our overall individual tax burden. There are plenty more entitlements and other tax-grabs on the federal and state level that I'm prepared to go bananas over.

  •  
    6

    thelimgroup

    06/24/08 | Report as spam

    RE: A Primer on

    This would be a wonderful idea if we lived in a socialist economic system. This is no different from American athletes who get paid enormous salaries and bonuses for what they do.

    My primary problem with this thinking is that it is counter to our fundamental rights to freedom. If the rationale behind such arguments is that the large salary is incongruent with the work, then the company can hire someone else for less. If, on the other hand the argument is that no position is worth that amount of pay then the argument is one of economic philosophy not one of merit.

    We pay in large part, not for the actual work done, rather, we pay based on the inability of others to do the job.

    Chris Lim
    www.MySecondStart.com

  •  
    7

    Karen J.

    09/23/08 | Report as spam

    RE: A Primer on

    Sorry, Peter, I can't say that this article-oid was very helpful at all!
    You've kinda explained (very briefly) what the concept of "Say on Pay" is about in your first paragraph, but haven't given us any information about what the actual legislation is supposed to do -

    Would it ALLOW these non-binding votes?
    Or REQUIRE them?
    Or, as some commenters seem to think, REGULATE when and how they can (or must) be held?

    Those answers are a prerequisite to forming an intelligent opinion, and you didn't give them.
    Not a "primer" at all, just an invitation to a flame war!

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