I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions where something obviously warrants different treatment. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay, Oxford Review of Economic Policy, Vol. 21, Issue 2, pp. 283-303, 2005), aggregate compensation by public companies to NEO increased from 5 percent in 1993-1995 to about 10 percent in 2001-2003.
STE’s SummaryCompensation Table shows Walter M Rosebrough, Jr., CEO, was the highest paid named executive officer (NEO) at almost $2.2M in 2011. I’m using Yahoo! Finance to determine market cap and Wikipedia’s rule of thumb regarding classification. According to those sources, at about $1.8B STE is a small-cap company. According to the United States Proxy Exchange (USPX) guidelines (pages 9&10), using data from Equilar, the median CEO compensation at small-cap corporations was $2.2 million in 2010, so STE’s pay is below that median.
On that basis, I voted in favor of the pay plan.
Checking with SharkRepellent.net, I see no action can be taken by the written consent of shareowners without a 100% vote. A special meeting can only be called by shareowners holding not less than 50% of the voting power. The company also has supermajority (75%) to amend certain charter and bylaw provisions unless approved by 66.67% of the board. Those issues and others could be addressed in future proposals. Mark your calendars; here’s the deadline for proposals by shareowners for next year:
The deadline for shareholders to submit proposals to be considered for inclusion in the proxy statement for the 2013 Annual Meeting of Shareholders is expected to be February 5, 2013. However, if the date of the 2013 Annual Meeting is changed by more than 30 calendar days from the date on which this year’s meeting is held, a proposal must be received by the Company a reasonable time before the proxy solicitation in connection with the meeting is made.
I voted with management 100% of the time, unlike CBIS, as reported on ProxyDemocracy.org.
|1.1||Elect Director Richard C. Breeden||For||For|
|1.2||Elect Director Cynthia L. Feldmann||For||For|
|1.3||Elect Director Jacqueline B. Kosecoff||For||For|
|1.4||Elect Director David B. Lewis||For||For|
|1.5||Elect Director Kevin M. McMullen||For||For|
|1.6||Elect Director Walter M Rosebrough, Jr.||For||For|
|1.7||Elect Director Mohsen M. Sohi||For||For|
|1.8||Elect Director John P. Wareham||For||For|
|1.9||Elect Director Loyal W. Wilson||For||For|
|1.10||Elect Director Michael B. Wood||For||For|
|2||Advisory Vote to Ratify Named Executive Officers’ Compensation||For||For|