Tag Archives | CEO pay

Equilar Change-in-Control Study: Cash Multiples Decrease

Equilar examined change-in-control arrangements among Fortune 100 companies for fiscal years 2008 and 2010. Key Findings: Change-in-Control Cash Multiples Decrease for CEOs: The prevalence of 3x salary multipliers among Fortune 100 CEOs decreased from 65.9% in 2008 to 44.2% in 2010, while the prevalence of 2x salary multipliers rose from 18.2% to 34.9%. Similarly, the […]

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Medtronic: How I Voted

Medtronic (MDT) is one of the stocks in my portfolio. Their annual meeting is coming up  on August 25. I voted yesterday using the MoxyVote.com platform. However, it is too late to do that today, so you’ll have to use ProxyVote.com. MoxyVote.com had recommendations from seven “good causes,” which included two consolidations.  ProxyDemocracy.org had only two participating funds (more…)

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The Potentially Binding Nature of Say on Pay

Say-on-pay, somewhat hollow on its own, could be used as a gatekeeper of sorts for corporate waste claims, argues Steven C. Caywood in Wasting the Corporate Waste Doctrine: How the Doctrine Can Provide a Viable Solution in Controlling Excessive Executive Compensation, 12/2010. A revitalized corporate waste doctrine would allow shareowners to have some meaningful power […]

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Video Friday: Say-On-Pay Lawsuits, Crazy? + Daily Show Bonus

This Week in the Boardroom: 7/14/11 TK Kerstetter, President, Corporate Board Member; Scott Cutler, Executive Vice President, NYSE Euronext; and Stephen Lamb, Partner, Paul Weiss discuss the fact that losing a say-on-pay vote increases the likelihood of a shareowner lawsuit. See also Frivolous Say on Pay Lawsuits: Another Unintended Consequence. This seems like a no-brainer to me. Over […]

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Latest CEO Pay Outrage: Two Sets of Books – Sign Petition

Sen. Carl Levin, D-Mich., and Sen. Sherrod Brown, D-Ohio, announced they introduced legislation to end tax breaks for stock options. As pointed out by Paul Hodgson – Chief Communications Officer of The Corporate Library: Since they are considered performance-related pay, stock option expense is subject to corporate tax relief under Section 162(m) of the IRC. […]

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Median CEO Pay Up Again: My Apologies

Do I need to apologize? I’ve been using USPX guidelines to vote down pay packages at large companies over the $9 million 2010 median reported by Equilar earlier this year. Now, they’ve revised their pay figures. Final data show median pay for top executives at 200 big companies last year was $10.8 million, up 23% […]

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ISS Vote Results and Executive Pay

ISS released a summary of the vote results for shareholder proposals on leading governance, environmental and social topics. Investors overwhelmingly endorsed company pay programs, 91.2% support on average (based on “for” and “against” votes). Shareholders voted down management “say on pay” proposals at 36 companies, or just 1.7 percent of the almost 2,200 companies in the […]

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Executive Compensation: Its Complicated

Andrew Liazos, writing for CFO magazine, argues that a law enacted years ago in response to Enron poses new tax risk for deferred compensation in that Section 409A could inhibit desirable restructuring of executive pay in response to possible “say on pay” no votes. A 2009 notice from the IRS granted special relief to TARP […]

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CEO Compensation Rose Sharply in 2010

In the aftermath of last year’s passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its requirement that public companies hold shareowner votes on executive compensation in 2011, many sustainable investors and other shareowner activists anticipated that this year’s proxy season could result in a watershed year for corporate governance. As Lisa […]

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Comments on SOP Advice: Rolling In

Sometimes the comments are as informative as the original post. The United States Proxy Exchange asked for comments on their/our draft say-on-pay voting guidelines aimed at retail investors. So far, that plea for help has attracted comments from growing list leading thinkers in the investment community. Thanks to each of you for taking the time […]

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Stock-based Comp Dis-aligns Shareowners & Mgt

Writing in the Harvard Business Review, Roger Martin from U. of Toronto explains that CEOs are rewarded for share price volatility not performance. (The Nasty Truth about CEO Pay, 6/3/2011) The financial crisis worked out great for them. Martin explains with great tables comparing the returns for a CEO, whose company performed with the averages, […]

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Cognizant (CTSH): How I Voted

Cognizant Technology Solutions (CTSH) is one of the stocks in my portfolio. Their annual meeting is coming up June 2. ProxyDemocracy.org had four funds voting when I looked yesterday. Checking the Summary Compensation Table, it appears CEO/Chairman Francisco D’Souza was paid more than $11 million.  Using the United States Proxy Exchange (USPX) released draft guidelines, I voted against most pay packages where […]

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How I Voted: Home Depot

Home Depot (HD) is one of the stocks in my portfolio. Their annual meeting is coming up June 2. ProxyDemocracy.org had five funds voting. Checking the Summary Compensation Table, it appears CEO/Chair Francis S. Blake was paid about $10.5 million. Using the United States Proxy Exchange (USPX) released draft guidelines, I am voting against most pay packages over […]

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Wal-Mart (WMT): How I Voted

Wal-Mart Stores (WMT) is one of the stocks in my portfolio. Their annual meeting is coming up June 2. ProxyDemocracy.org had four funds voting when I looked yesterday. Checking the Summary Compensation Table, it appears CEO Michael T. Duke was paid more than $17 million.  Using the United States Proxy Exchange (USPX) released draft guidelines, I voted against most pay packages where […]

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Directors Should Thank Dodd-Frank

Eleanor Bloxham, a contributor to Fortune magazine, tells readers Why corporate directors should thank Dodd and Frank. With investors focused on “say-on-pay,” ISS recommendations against directors are down substantially. Ture, but this isn’t likely to last. Most institutional investors seem to be taking a year off from voting against compensation committee members, giving them a free […]

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Bogle Spinning in His Grave: Vanguard, a "Pay Enabler"

No, he isn’t dead but he might as well be as far as his ability to influence Vanguard, the giant mutual fund he founded. John Bogle wants funds to introduce resolutions at companies requiring a 75% shareowner vote in order to make political contributions. Yet, Vanguard has never introduced a single shareowner resolution anywhere that […]

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IRobot: How I Voted

IRobot (IRBT) is one of the stocks in my portfolio. Their annual meeting is coming up May 24. ProxyDemocracy.org had only one fund voting, CBIS, when I voted yesterday. MoxyVote.com had none. Today is the last day to vote using MoxyVote.com. Checking the Summary Compensation Table, it appears CEO/Chair Colin M. Angle was paid more than $2.3 million, which is […]

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Executive Pay

Pay continues to be the biggest issue this proxy season. The May 17 edition of Pirc Alert had several articles on point. In “A challenge to high pay” they discuss some of the findings by the High Pay Commission. Here’s a few choice tidbits from the Commission’s report: attempts to link top pay with company performance […]

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Rovi: How I Voted

Rovi (ROVI) is one of the stocks in my portfolio. Their annual meeting is coming up May 24. ProxyDemocracy.org had only one fund voting, Calvert, when I looked two days ago. MoxyVote.com had four “good causes” but only one readily identifiable source, Calvert. Checking the Summary Compensation Table, it appears CEO/Alfred J. Amoroso was paid […]

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Interface: How I Voted

Interface, Inc (IFSIA) is one of the stocks in my portfolio. Their annual meeting is coming up May 23. ProxyDemocracy.org had only one fund voting, CBIS, when I looked yesterday. Often they seem to vote against just about every management recommendation but not this time. MoxyVote.com had five opinions but only two readily identifiable sources, Calvert and Trillium. They […]

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Juniper Networks: How I Voted

Juniper Networks (JNPR) is one of the stocks in my portfolio. Their annual meeting is coming up May 18. May 14 is the last day to vote my proxy on the MoxyVote.com platform. ProxyDemocracy.org had only one fund voting, CBIS, when I looked yesterday. MoxyVote.com had no recommendations.  The Summary Compensation Table shows CEO/Chair Kevin R. Johnson earned $10 last […]

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Nay on Pay: Comments Sought on Draft Guidelines

The United States Proxy Exchange (USPX) released draft guidelines for shareowners to use in making say-on-pay voting decisions. Comment letters are due by June 2nd to contact@proxyexchange.org. Please put “Say-on-Pay Guidelines” in the e-mail subject line. Letters will be posted to the USPX website, unless you indicate you would rather remain anonymous. (Disclosure: I am a member of USPX. […]

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CorpGov and Exec Pay

GovernanceMetrics International recently sampled large corporations and found that CEO pay jumped 27% in 2010 to a median of $9 million. According to William Lazonick, professor at the University of Massachusetts, in 2010 the S&P 500 jumped 12.8%, capping a two-year gain of 39.3%. Companies in the S&P 500 boosted profits by 47% in 2010, […]

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Goldman Sachs: How I Voted

Goldman Sachs is one of the stocks in my portfolio. Their annual meeting is coming up May 6. Today is the last day to vote my proxy on the MoxyVote.com platform. ProxyDemocracy.org had only two funds voting when I looked yesterday, CalPERS and CBIS. MoxyVote.com had sixteen recommendations, although several were from voting consolidations for categories. There is […]

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Union Pacific: How I Voted

Union Pacific is one of the stocks in my portfolio. Their annual meeting is coming up May 5. Today is the last day to vote my proxy on the MoxyVote.com platform. ProxyDemocracy.org had only one fund voting when I looked yesterday, CBIS. MoxyVote.com had seven recommendations, although three were from voting consolidations for categories. I Voted in favor […]

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The Psychology of Cheating

Paradoxically, it’s often an obsession with fairness that leads people to begin cutting corners in the first place. “Cheating is especially easy to justify when you frame situations to cast yourself as a victim of some kind of unfairness,” said Dr. Anjan Chatterjee, a neurologist at the University of Pennsylvania who has studied the use […]

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Immelt Stock Option Conditions – Real or Illusory Governance?

On one level, the recent action of General Electric in adding performance related conditions to the vesting of stock options recently granted to its CEO (GE Realigns Immelt’s Incentives, Barrons, 4/19/2011) would seem to reflect improvement in its governance. Tying CEO options to company performance can not be a bad thing for shareholders, so long […]

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Enthusiasm for Free Market Drops

When GlobeScan began tracking views in 2002, four in five Americans (80%) saw the free market as the best economic system for the future–the highest level of support among tracking countries. Support started to fall away in the following years and recovered slightly after the financial crisis in 2007/8, but has plummeted since 2009, falling […]

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CEO Pay: Ready to Draw the Line?

At a time most employees can barely remember their last substantial raise, median CEO pay jumped 27% in 2010 as the executives’ compensation started working its way back to prerecession levels, a USA TODAY analysis of data from GovernanceMetrics International found. Workers in private industry, meanwhile, saw their compensation grow just 2.1% in the 12 […]

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